order of any governmental authority which relate to (a) pollution, protection or clean-up of the air, surface water, ground water or land;
(b) solid, gaseous or liquid waste or Hazardous Substance generation, recycling, reclamation, release, threatened release, treatment, storage, disposal or transportation; (c) exposure of Persons or property to Hazardous Substances; or
(d) the manufacture, presence, processing, distribution in commerce, use, discharge, releases, threatened releases, emissions or storage of Hazardous Substances into the environment.
Sarbanes-Oxley Act means the Sarbanes-Oxley Act of 2002.
SEC means the United States Securities and Exchange Commission.
SEC Documents means all reports, schedules, forms, statements, prospectuses, registration statements and
other documents required to be filed with or furnished to the SEC pursuant to the Securities Act or the Exchange Act by the Company since January 1, 2019 (collectively, together with any exhibits and schedules thereto and other information
incorporated therein.
SEC Matter means the formal investigation relating to the Company by the SEC of
which the Company was notified of such formal investigation in August 2020, and all other matters, investigations, claims, actions, proceedings, circumstances, effects and actions relating or ancillary thereto, arising therefrom or in connection
therewith.
Securities Act means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.
Subsidiary means, when used with reference to a party, any corporation or
other organization, whether incorporated or unincorporated, of which such party or any other Subsidiary of such party is a general partner or serves in a similar capacity, or, with respect to such corporation or other organization, at least a
majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions is directly or indirectly owned or controlled by such party or by any one
or more of its Subsidiaries, or by such party and one or more of its Subsidiaries.
Superior Proposal
means a bona fide, written Acquisition Proposal (with all percentages included in the definition of Acquisition Proposal changed to 50%) made after the date of this Agreement that the Board of Directors determines in good faith, after
consultation with its financial advisor and outside legal counsel, and taking into account all relevant terms and conditions of such Acquisition Proposal (including any termination or break-up fees and
conditions to consummation), the Person making such Acquisition Proposal, the likelihood and timing of consummation of such Acquisition Proposal and all financial, legal, regulatory, and other aspects of such Acquisition Proposal, is more favorable
to the Company or to the Companys stockholders than the Contemplated Transactions.
Tax and
Taxes means all federal, state, local and foreign taxes (including, without limitation, income, franchise, property, sales, withholding, payroll and employment taxes), assessments, fees or other charges imposed by any Governmental
Authority, including any interest, additions to tax or penalties applicable thereto.
Tax Return means
any return, report or similar filing (including the attached schedules) filed or required to be filed with respect to Taxes (and any amendments thereto), including any information return, claim for refund or declaration of estimated Taxes.
Third Party means any Person, including as defined in Section 13(d) of the Exchange Act, other than
the Purchaser or any of its Affiliates.
Transfer means any direct or indirect (a) sale, transfer,
hypothecation, assignment, gift, bequest or disposition by any other means, whether for value or no value and whether voluntary or involuntary (including,
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