Securities Act
shall mean the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
Security
shall mean, with respect to any Person, any series of common
stock, preferred stock and any other equity interest or capital stock of such Person (including interests or rights of any kind convertible into or exchangeable or exercisable for any equity interest in any such series of common stock, preferred
stock or any other equity interest or capital stock of such Person), however described and whether voting or
non-voting.
Software
shall mean any and all (i) computer programs, including any and all software implementations of algorithms,
models and methodologies, whether in source code or object code, (ii) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, including program files, data files, computer-related
data, field and data definitions and relationships, data definition specifications, data models, program and system logic, interfaces, program modules, routines,
sub-routines,
algorithms, program architecture,
design concepts, system designs, program structure, sequence and organization, screen displays and report layouts, (iii) descriptions, flow charts and other work product used to design, plan, organize and develop any of the foregoing, screens,
user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons, and (iv) all documentation including user manuals and other training documentation related to any of the foregoing, and any improvements,
updates, upgrades or derivative works of any of the foregoing.
Subsidiary
of a Person shall mean any other Person with
respect to which the first Person (i) has the right to elect a majority of the board of directors or other Persons performing similar functions or (ii) beneficially owns more than fifty percent (50%) of the voting stock (or of any other
form of voting or controlling equity interest in the case of a Person that is not a corporation), in each case, directly or indirectly through one or more other Persons.
Tax
or
Taxes
shall mean (i) any and all taxes, fees, levies, duties, tariffs, imposts, and other
similar charges and assessments, including any income, alternative or
add-on
minimum, gross income, estimated, gross receipts, net worth, sales, use, ad valorem, value added, transfer, franchise, capital
stock, profits, license, registration, withholding, payroll, social security (or similar), employment, unemployment, disability, excise, severance, stamp, occupation, premium, property (real, tangible or intangible), medical device excise, hospital,
health, insurance, escheat, abandoned or unclaimed property, environmental (including taxes under Section 59A of the Code), windfall profit tax, custom duty, or other tax, governmental fee or other like assessment or charge of any kind
whatsoever, including any interest, penalty, or addition thereto.
Tax Returns
shall mean any return, report,
information statement, declaration, claim for refund, form or other document, including any schedule or attachment thereto, and including any amendment thereof, filed or required to be filed with respect to Taxes.
Trade Secrets
shall mean all trade secrets (protectable as such in any applicable jurisdiction),
know-how
and confidential or other proprietary information relating to technical, engineering, manufacturing, processing, marketing, financial, or business matters, including new developments, ideas, inventions and
discoveries (whether patentable or not and whether or not reduced to practice and all improvements thereto), invention disclosures, processes, blueprints, manufacturing, engineering and other drawings and manuals, recipes, research data and results,
computer programs, software (whether in object code or source code), databases, data collections, data compilations, algorithms, flowcharts, diagrams, schematics, chemical compositions, formulae, diaries, notebooks, lab journals, design and
engineering specifications and similar materials recording or evidencing expertise or information, designs, methods of manufacture, processing techniques, data processing techniques, compilation of information, customer, vendor and supplier lists,
pricing and cost information, and business and marketing plans and proposals, all related documents thereof, and all claims and rights related thereto.
Trademarks
shall mean any and all registered or unregistered trademarks, service marks, trade dress, trade names, corporate
names, assumed financial business names, logos, slogans, Internet domain names, and any
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