telephone number,
e-mail
address, photograph, social security number, social insurance number or tax identification number, driver’s license number,
passport number, credit card number, bank information, or customer or account number, biometric identifiers or any other piece of information that allows the identification of or contact with a natural person and for greater certainty includes all
such information with respect to employees. “Personal Data” also includes any information not listed above if such information is defined as “personal data,” “personally identifiable information,” or “personal
information” under any applicable Law.
“
Proceeding
” means any claim, complaint, action, suit, audit, assessment,
arbitration, mediation, litigation or inquiry, or any proceeding, examination or investigation, by or before any Governmental Authority.
“
Real Property
” means Leased Real Property and Owned Real Property.
“
Real Property Leases
” shall mean the leases, subleases, licenses or other agreements, including all amendments, extensions,
renewals, guaranties or other agreements with respect thereto, under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property.
“
Registered IP
” means all Patents, Trademarks, Copyrights and Domain Names that are registered, recorded, filed, issued or
renewed by or the subject of a pending application before or under the authority of any Governmental Authority owned or held for use by the Company or any of its Subsidiaries.
“
Representatives
”
means the directors, officers, employees, agents (including financial and legal advisors) and other
advisors and representatives of a Person.
“
Sarbanes-Oxley Act
” means the Sarbanes-Oxley Act of 2002.
“
SEC
” means the United States Securities and Exchange Commission.
“
Shares
” means the outstanding shares of Company Common Stock.
“
Subsidiary
” means, with respect to any Person, a corporation or other entity of which more than fifty percent (50%) of the
voting power of the equity securities or equity interests is owned, directly or indirectly, by such Person.
“
Tax
” or
“
Taxes
” shall mean any and all federal, state, local or foreign taxes (together with any and all interest, penalties and additions to tax), imposed by any Governmental Authority including, without limitation, all income, franchise,
windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers’ compensation, unemployment compensation, net worth, excise, withholding, ad valorem, stamp, transfer, value added,
gains, license, registration, documentation customs’ duties, tariffs, alternative or
add-on
minimum, or estimated taxes.
“
Tax Return
” means any report, return, declaration or other information or filing required to be supplied to any Governmental
Authority with respect to Taxes, including any amendments or supplements of any of the foregoing and any attachments thereto.
“
Termination Fee
” means an amount equal to $25,000,000, plus the actual and documented
out-of-pocket
expenses (in an amount not to exceed $5,000,000) incurred by Parent or any of its Subsidiaries in connection with this Agreement and the transactions contemplated thereby.
“
Third Party
” means any Person, including as defined in Section 13(d) of the 1934 Act, other than Parent or any of its
Affiliates.
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