Self-Regulatory Organization means a self-regulatory organization,
including any self-regulatory organization as such term is defined in Section 3(a)(26) of the Securities Exchange Act, any self-regulatory organization as such term is defined in CFTC Rule 1.3, and any other U.S. or non-U.S. securities exchange, futures exchange, futures association, commodities exchange, clearinghouse or clearing organization.
Service Provider means any director, officer, employee or individual independent contractor of the Company or any of its
Subsidiaries.
Significant Company Stockholder has the meaning given the term Stockholder in the
Significant Company Stockholder Support Agreement.
Significant Parent Stockholder has the meaning given the term
Stockholder in the Significant Parent Stockholder Support Agreement.
Significant Subsidiary means, with
respect to any Person, each Subsidiary of such Person that is a significant subsidiary (as defined in Regulation S-X) of such Person.
Similar Law means any law similar to Title I of ERISA or Section 4975 of the Code.
Software means all (i) computer programs and other software including any and all software implementations of
algorithms, models and, methodologies, assemblers, applets, compilers, development tools, design tools and user interfaces, whether in source code or object code form, (ii) databases and compilations, including all data and collections of data,
whether machine readable or otherwise, and (iii) updates, upgrades, modifications, improvements, enhancements, derivative works, new versions, new releases and corrections to or based on any of the foregoing.
Subsidiary means, when used with reference to a Person, (i) any other Person of which securities or other ownership
interests having ordinary voting power to elect a majority of the board of directors or other governing body or Persons performing similar functions, or more than 50% of the outstanding voting securities of which, are owned, directly or indirectly,
by such first Person or (ii) any other Person with respect to which such first Person controls the management. For purposes of this Agreement, a Subsidiary shall be considered a wholly owned Subsidiary of a Person as long as such
Person directly or indirectly owns all of the securities or other ownership interests (excluding any securities or other ownership interests held by an individual director or officer required to hold such securities or other ownership interests
pursuant to Applicable Law) of such Subsidiary.
Tax means any income, gross receipts, franchise, sales, use, ad
valorem, property, payroll, withholding, excise, severance, transfer, employment, estimated, alternative or add-on minimum, value added, stamp, occupation, premium, environmental or windfall profits taxes, and
any other taxes, charges, fees, levies, imposts, customs, duties, licenses or other assessments, together with any interest, penalties and additions to tax (including penalties for failure to file or late filing of any tax return, report or other
filing, and any interest in respect of such penalties, additions to tax or additional amounts imposed by any federal, state, local, non-U.S. or other Taxing Authority).
Tax Return means any report, return, document, statement, declaration or other information or filing required to be
supplied to any Taxing Authority with respect to Taxes, including information returns, claims for refunds, any documents with respect to or accompanying payments of estimated Taxes or with respect to or accompanying requests for the extension of
time in which to file any such report, return, document, declaration or other information.
Tax Sharing Agreement means
any existing agreement binding any Person or any of its Subsidiaries that provides for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for
the purpose of determining any Persons Tax liability, other than agreements entered into in the ordinary course of business that do not have as a principal purpose addressing Tax matters.
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