Software shall mean computer software programs in both source code and object code
format, including databases, data files, application programming interfaces, user interfaces, and documentation relating thereto, as the context requires.
Solvent shall mean, when used with respect to any Person, that, as of any date of determination, (i) the fair value of the assets of
such Person and its subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of such Person and its subsidiaries on a consolidated basis; (ii) the present
fair saleable value of the property of such Person and its subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of such Person and its subsidiaries on a consolidated basis on their
debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) such Person and its subsidiaries on a consolidated basis will be able to pay their debts and
liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) such Person and its subsidiaries on a consolidated basis will not have unreasonably small capital with which to
conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date.
Specified Acquisition shall have the meaning set forth in Section 6.2(c).
Subsidiary shall mean, with respect to any Person, another Person, (a) an amount of the voting securities, other voting ownership or
voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing Person or body or (b) more than fifty percent (50%) of the equity interests of which is owned directly or indirectly
by such first Person.
Subsidiary Securities shall have the meaning set forth in Section 4.1(d).
Surviving Corporation shall have the meaning set forth in the Recitals.
Takeover Law shall mean any moratorium, control share acquisition, affiliated transactions,
business combination, fair price or other form of anti-takeover Laws of any jurisdiction or other applicable Laws that purport to limit or restrict mergers or business combinations or the ability to limit or restrict mergers
or business combinations or the ability to acquire or to vote shares, including as set forth in Section 607.0901 and Section 607.0902 of the FBCA.
Tax shall mean all U.S. federal, state, local or foreign taxes, imposts, levies or other similar assessments, including any net income,
capital gains, gross income, gross receipts, sales, use, transfer, ad valorem, franchise, profits, license, withholding, payroll, estimated, employment, excise, goods and services, severance, stamp, occupation, premium, property, social security,
environmental, alternative or add-on, value added, registration, capital stock, unincorporated business, unemployment, or other taxes, duties or levies of any nature whatsoever, or similar charges or
assessments, imposed by any Governmental Authority, together with all interest, penalties or additions to tax imposed with respect thereto.
Tax
Proceedings shall mean any audit, examination, investigation, claim, contest, dispute, litigation or other proceeding with respect to Taxes or Tax Returns or by or against any Taxing Authority.
Tax Returns shall mean any report, return (including any information return), declaration, claim for refund or other document filed or
required to be filed with any Taxing Authority or jurisdiction with respect to Taxes, including any attachment thereto and any amendment thereof.
Taxing Authority shall mean any Governmental Authority having jurisdiction over the assessment, determination, collection, administration
or imposition of any Tax.
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