Governing Documents means, with respect to any Person (other than an
individual), (i) the certificate or articles of incorporation, formation or organization and any joint venture, limited liability company, operating or partnership agreement and other similar documents adopted or filed in connection with the
creation, formation or organization of any such Person and (ii) all bylaws, voting agreements, stockholder agreements, investor rights agreements and similar documents, instruments or agreements relating, in each case, to the organization or
governance of such Person, or the transfer of securities of such Person, in each case, as amended, restated, supplemented or otherwise modified.
Government Bid means any quotation, bid, proposal, or other offer made by an Acquired Company that, if accepted or awarded,
would lead to a Government Contract.
Government Contract means any Contract (including without limitation any prime
contract, subcontract, teaming agreement, supplier contract, vendor contract, blanket purchase agreement, letter contract, purchase order, delivery order, task order, cooperative agreement or grant) between any Acquired Company (including in
its capacity as a member to a joint venture entity) and (a) any Governmental Body or (b) any other Person where a Governmental Body is the ultimate direct or indirect customer or funding source for the business, service or project
that is the subject of such Contract, such as where services are (i) provided directly or indirectly through a prime contractor to a Governmental Body, or (ii) funded directly or indirectly by a grant, financial assistance agreement, or
other form of financial assistance or in kind funding arrangement or agreement by a Governmental Body.
Governmental
Body means any (i) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature, or any political subdivision thereof, (ii) federal, state, provincial, local, municipal, non-U.S., or other government, or (iii) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission,
instrumentality, organization, regulatory body, or other entity and any court, arbitration panel, or other tribunal).
Hazardous
Substances means all pollutants, contaminants, chemicals or wastes that pose a risk to human health or the environment, or any other carcinogenic, mutagenic, ignitable, corrosive, reactive, toxic, petroleum based, infectious, hazardous
substance, waste or material (whether solid, liquid or gaseous) subject to regulation, control or remediation under any Environmental Law.
HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Income Tax Amount means, without duplication, an amount equal to the sum of the unpaid Income Taxes of each Acquired
Company with respect to each jurisdiction in which such Acquired Company is required to file Income Tax Returns, which amount shall not be a negative number in any jurisdiction and taking into account the transactions contemplated by this Agreement,
the Redemption Agreement and items of income, gain, deduction and loss attributable to the Pre-Closing Tax Period. The Income Tax Amount shall be determined (a) based on historical practices and
procedures of the Acquired Companies (including any elections, methods of accounting, and other filing positions) and only in jurisdictions where the Acquired Companies have historically filed Income Tax Returns, except as otherwise required by
applicable Law, (b) without regard to any Tax elections made or actions taken after the Closing (in each case, other than any such elections or actions that are required by applicable Law) that have the effect of accelerating income or Taxes or
deferring deductions with respect to a taxable period (or portion thereof) ending on or before the Closing Date, (c) by taking all Transaction Tax Deductions into account in Pre-Closing Tax Periods to the
extent such Transaction Tax Deductions are more likely than not deductible (or deductible at a higher confidence level) in such Pre-Closing Tax Periods, (d) by taking into account (but not
below zero) any refunds, credits, or overpayments of Income Taxes of the Acquired
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