Knowledge of the Company means the actual knowledge of Mark
Behrman, Cheryl Maguire and Michael Foster.
Law means any federal, state, local or foreign Order, settlement,
award, statute, law (including common law), rule, regulation or other requirement or rule of law of any Governmental Authority.
Legal Proceeding means any private or governmental action, inquiry, claim, charge, complaint, demand, proceeding,
suit, hearing, litigation, arbitration, mediation, audit or investigation, in each case whether civil, criminal, administrative, judicial or investigative, or any appeal therefrom.
Lien means, with respect to any property or asset, any mortgage, deed of trust, pledge, hypothecation, security,
interest, encumbrance, interference, option, right of first refusal, preemptive right, community property interest, claim, lien or restriction of any kind (including any restriction on the voting of any security, any restriction on the transfer of
any security or other asset, or any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).
Losses has the meaning set forth in Section 6.1.
Lost Security Documentation means documentation reasonably satisfactory to the Company with regard to a lost or
stolen certificate evidencing ownership of Existing Preferred including, if required by the Company, an affidavit of lost security in favor of the Company with respect to such lost or stolen security.
Material Adverse Effect means (i) a materially adverse effect on the business, assets, liabilities, results of
operations and condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) any event that would prevent or materially delay the Company from consummating the Transactions or performing its obligations
hereunder, other than, solely in the case of clause (i), to the extent caused by, arising out of or attributable to any of the following: (a) changes solely attributable to the announcement or pendency of this Agreement, or any litigation by
any Person with respect to this Agreement or the transactions contemplated hereby, (b) changes or proposed changes in applicable Law or accounting standards or interpretations thereof applicable to the Company and its Subsidiaries,
(c) changes generally affecting the economy, credit or financial or capital markets, in the United States or elsewhere in the world, including changes in interest or exchange rates; (d) national or international political conditions,
including acts of war (whether or not declared), armed hostilities, sabotage, military actions or the escalation thereof (whether or not declared), and terrorism; (e) changes generally applicable in the industries in which the Company and its
Subsidiaries operate, (f) changes resulting from compliance by the Company and its Subsidiaries with the express terms of this Agreement, (g) any changes as a result of any action expressly approved by the Holder in writing, (h) any
failure of the Company to meet internal or analysts estimates, projections, forecasts, guidance, milestones or budgets or internal or analysts financial or operating predictions of revenues, earnings, cash flows or cash positions, or
other financial or business metrics (it being understood that any cause of any such failure may be taken into consideration when determining whether a Material Adverse Effect has occurred or would be reasonably likely to occur), (i) changes in the
market price, or trading volume, of the Common Stock (it being understood that any cause of any such change may be taken into consideration when determining whether a Material Adverse Effect has occurred or would be reasonably likely to occur), or
(j) any embargo, riot, earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire, other weather-related or meteorological event, pandemic (including the COVID-19 pandemic and any COVID-19 Measures), epidemic, disease outbreak or other natural disaster or act of god; provided, that, in the case of clauses (b), (c), (d), (e) and (j), that such conditions or changes do not have a
materially disproportionate impact on the Company and its Subsidiaries, taken as a whole, relative to other participants in the industries in which the Company and its Subsidiaries operate.
Money Laundering Laws has the meaning set forth in Section 2.24.
New Common Stock has the meaning set forth in Section 4.13.1.
NYSE means the New York Stock Exchange.
OFAC means the Office of Foreign Assets Control.
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