Person means an individual, corporation (including not-for-profit), Governmental Entity, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, unincorporated
organization, other entity of any kind or nature or group (as defined in Section 13(d)(3) of the Exchange Act).
Personal
Data means any information that, directly or indirectly, identifies, describes or can be linked to a natural person, or any information that is otherwise considered personal information, personal data, or personally identifiable
information under applicable Law.
Proceeding means any action, cause of action, claim, demand,
litigation, suit, grievance, citation, summons, subpoena, inquiry, audit, hearing, originating application to a tribunal, arbitration or other similar proceeding of any nature, civil, criminal, regulatory, administrative or otherwise, whether in
equity or at law, in contract, in tort or otherwise.
Real Property means, collectively, the Owned Real Property
and the Leased Real Property.
Release means any releasing, spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, or disposing of Hazardous Materials into, on, under or through the environment.
Rights-of-Way means easements,
licenses, rights-of-way, permits, servitudes, leasehold estates, instruments creating an interest in real property, and other similar real estate interests.
Service Provider means any current or former employee, officer, director or independent contractor (who is a natural
person) of the Company or Parent or any of their respective Subsidiaries, as applicable.
Significant Subsidiary
has the meaning ascribed to such term in Rule 1.02(w) of Regulation S-X promulgated pursuant to the Exchange Act.
Subsidiary means, with respect to any Person, any other Person of which (a) at least a majority of the
securities or ownership interests of such other Person is directly or indirectly owned or controlled by such Person, or (b) the power to vote or direct voting of sufficient voting securities, other voting rights or voting partner interests to
elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person or by one or more of its Subsidiaries.
Superior Proposal means an unsolicited, bona fide written Acquisition Proposal (except that the references in the
definition thereof to 20% or more shall be deemed to be references to 50% or more) made after the date of this Agreement that the Company Board or the Parent Board, as applicable, has determined in good faith, after
consultation with its outside legal counsel and its financial advisor (i) would, if consummated, result in a transaction more favorable (including, without limitation, from a financial point of view) to the Companys stockholders or
Parents stockholders, as applicable, than the Transactions and (ii) is reasonably likely to be consummated on the terms proposed, in the case of clauses each (i) and (ii), taking into account any legal, financial, regulatory and
stockholder approval requirements, the sources, availability and terms of any financing, financing market conditions and the existence of a financing contingency, the likelihood of termination, the timing of closing, the identity of the Person or
Persons making the proposal and any other aspects considered relevant by the Company Board or the Parent Board, as applicable, including any revisions to the terms of this Agreement proposed by the Company or Parent, as applicable, pursuant to
Section 7.2(e)(ii).
Tax means all federal, state, local and foreign income, windfall
or other profits, franchise, gross receipts, environmental, customs duty, capital stock, severances, stamp, transfer, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, production, conservation, fuel, value
added, escheat, unclaimed property, occupancy and other taxes, duties or assessments in the nature of a tax, together with all interest, penalties and additions imposed with respect to such amounts and any interest in respect of such penalties and
additions.
A-62