resources, customer/vendor engagement, real property or leased real property management, safety or otherwise, including the Coronavirus Aid, Relief, and Economic Security Act (Pub. L. 116-136) and the Consolidated Appropriations Act, 2021 (Pub. L. 116-260), in each case together with any administrative or other guidance published with respect thereto by any Governmental Body.
“Current Employee” has the meaning set forth in Section 5.4(a).
“Deposit Agreement” has the meaning set forth in Section 2.5(b).
“Depositary Agent” has the meaning set forth in Section 2.1(h).
“Determination Notice” has the meaning set forth in Section 5.3(e)(i)(C).
“Dispute” has the meaning set forth in Section 7.10.
“Electronic Delivery” has the meaning set forth in Section 7.8.
“Employee” means an individual employed by the Company or any of its Subsidiaries immediately prior to the Closing.
“Enforceability Exceptions” means (a) any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar applicable Laws of general applicability, now or hereafter in effect, affecting or relating to creditors’ rights and remedies generally and (b) the remedies of specific performance and injunctive and other forms of equitable relief that may be subject to equitable defense, whether considered in a proceeding at Law or in equity.
“Environmental Laws” means all Laws, Judgments or Permits concerning pollution or protection of the environment (including ambient air, surface water, groundwater, land surface or subsurface strata or sediments), natural resources, endangered or threatened species or human health (in regards to exposure to hazardous or toxic substances) and all Laws pertaining to the generation, management, manufacture, processing, use, registration, distribution, transportation, treatment, storage, recycling, reuse or disposal, release or threatened release of hazardous or toxic substances.
“Equity Interests” means, with respect to any Person, any (a) shares in the share capital or equity interests of such Person, (b) securities convertible or exchangeable, directly or indirectly, into shares in the share capital or equity interests of such Person, (c) options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other contracts or other securities or rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments of any kind that obligate such Person to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares in the share capital or equity interests of such Person or securities convertible into or exchangeable for such shares or equity interests, or that obligate such Person to grant, extend or enter into such options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other contracts or other securities or rights, restricted stock awards, restricted stock unit awards, convertible securities, agreements, arrangements or commitments which would obligate such Person to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any shares in the share capital or equity interests of such Person, (d) authorized equity or equity-based rights or compensation awards, including any stock appreciation, phantom stock, profit participation, security-based performance units or other security rights issued by such Person, or other agreements, arrangements or commitments of any character (contingent or otherwise) to which such Person is a party, in each case pursuant to which any Person is entitled to receive any payment from such Person based in whole or in part on the value of any shares in the share capital or equity interests of such Person and (e) obligations of such Person to repurchase, redeem or otherwise acquire shares in the share capital or equity interests of such Person, or any securities representing the right to purchase or otherwise receive any shares in the share capital or equity interests of such Person.
“ERISA” has the meaning set forth in Section 3.17(d).
“ERISA Affiliate” means any entity, trade or business (whether or not incorporated) which is, or has at any relevant time been, under common control, or treated as a single employer, with the Company, Parent or any of their respective Subsidiaries, as applicable, under Sections 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA.