Intellectual Property shall mean, in any and all jurisdictions throughout
the world, all (i) patents and patent applications, including continuations, continuations-in-part, divisionals, reexaminations and reissues, (ii) trademarks,
trade names, trade dress, service marks, trade names, logos, corporate names, internet domain names, social media accounts and other source identifiers, and any registrations of and applications for registration of any of the foregoing, together
with all goodwill associated with each of the foregoing, (iii) copyrights, including copyrights in Software, mask works and databases, and any registrations of and applications for registration of any of the foregoing, (iv) trade secrets
and other proprietary information or know-how, (v) Software, and (vi) other intellectual property or similar proprietary rights.
Intended Tax Treatment shall have the meaning set forth in the recitals.
IRS shall mean the U.S. Internal Revenue Service.
IT Assets shall mean any and all information technology assets or systems, including computer hardware of any type
(including servers, desktops, laptops, and workstations), mobile devices, Software, networking or communications equipment (including routers, hubs, switches), peripherals, storage devices or solutions, data communications lines and all other
information technology-related assets, equipment and associated documentation.
Kirkland shall have the meaning set
forth in Section 1.2.
Knowledge shall mean, (i) in the case of the Company, the actual
knowledge, after reasonably inquiry, of the individuals listed on Section 8.13 of the Company Disclosure Schedule and (ii) in the case of Parent, Merger Sub and Merger Sub II, the actual knowledge, after reasonable
inquiry, of the individuals listed on Section 8.13 of the Parent Disclosure Schedule.
Laws
shall have the meaning set forth in Section 3.8(a).
Lien shall mean any pledge, lien,
charge, encumbrance, mortgage, deed of trust, lease, license, restriction, hypothecation, options to purchase or lease or otherwise acquire any interest, right of first refusal or offer, conditional sales or other title retention agreement, adverse
claim of ownership or use, easement, encroachment, right of way or other title defect or security interest of any kind or nature whatsoever.
Listing Rules shall have the meaning set forth in Section 4.4.
LSE shall have the meaning set forth in Section 4.4.
Management Board Nominee shall have the meaning set forth in Section 1.7(c).
Merger Consideration shall have the meaning set forth in Section 2.1(c)(i).
Mergers shall have the meaning set forth in the recitals.
Merger Sub shall have the meaning set forth in the Preamble.
Merger Sub II shall have the meaning set forth in the Preamble.
Merger Subs shall have the meaning set forth in the Preamble.
Multiemployer Plan shall have the meaning set forth in Section 3.10(e).
NASDAQ shall mean the Nasdaq Global Select Market.
80