knowledge means, (a) with respect to the Company, the actual (but
not constructive or imputed) knowledge of the individuals listed in Section 1.1 of the Company Disclosure Letter, after reasonable due inquiry and (b) with respect to Parent, the actual (but not constructive or
imputed) knowledge of the directors and officers of Parent or Merger Sub, in each case, after reasonable due inquiry, as of the date hereof.
Law means any federal, state, local or foreign law, statute, code, common law, directive, ordinance, rule, regulation,
Order, judgment, writ, stipulation, award, injunction or decree, in each case, issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity, including any Anti-Corruption Law,
Money Laundering Law, Trade Compliance Law or Sanctions.
Lien means any lien, mortgage, pledge, conditional or
installment sale agreement, encumbrance, covenant, restriction, option, right of first refusal or first offer, easement, security interest, deed of trust, right-of-way,
encroachment, lease, condition, servitude, title defect, adverse claim, community property interest or other claim or restriction of any nature, whether voluntarily incurred or arising by operation of Law.
Money Laundering Laws means the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering
statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity, and all applicable financial recordkeeping, reporting and
internal control requirements thereunder.
Nasdaq means The Nasdaq Global Select Market LLC.
Order means any order, verdict, decision, writ, judgment, injunction, decree, rule, ruling, directive, stipulation,
determination or award made, issued or entered by or with any Governmental Entity, whether preliminary, interlocutory or final.
Owned Company Intellectual Property means all Intellectual Property Rights owned by the Company or any Company Subsidiary.
Permitted Liens means (a) Liens for Taxes, assessments or other charges by Governmental Entities not yet due and
payable or the amount or validity of which is being contested in good faith and for which appropriate reserves have been established in accordance with GAAP, (b) mechanics, materialmens, carriers, workmens,
warehousemans, repairmens, landlords and similar Liens granted or that arise in the ordinary course of business consistent with past practice, (c) pledges or deposits made in the ordinary course of business to secure
obligations pursuant to workers compensation Laws, unemployment insurance, social security, retirement and similar Laws or similar legislation or to secure public or statutory obligations, (d) pledges and deposits to secure the
performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature, in each case in the ordinary course of business, (e) with respect to real property, any minor matters of record,
including, but not limited to, defects, imperfections or irregularities in title, charges, easements, covenants, conditions,
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