Company Stock
means the common stock, par value $0.0001 per share, of the
Company.
Company Stock Plans
means each plan or
non-plan
award agreement of
the Company (including any such award agreement assumed by the Company), other than the Company ESPP, pursuant to which stock options or other equity awards have been granted to current or former employees, officers, directors or other service
providers.
Confidentiality Agreement
means the letter agreement between Parent and the Company dated December 21,
2018.
Contract
means any legally binding contract, agreement, note, bond, indenture, lease, license, or other legally
binding agreement, commitment or undertaking, in each case, whether written or oral.
Delaware Law
means the General
Corporation Law of the State of Delaware.
Electronic Data Room
means that certain electronic data room run by Firmex
and maintained by the Company for purposes of the Merger and the other transactions contemplated by this Agreement.
Environmental Laws
means any Applicable Laws relating to pollution, or the protection of the environment or natural
resources, or, solely as it relates to exposure to hazardous or toxic substances, human health.
Environmental
Permits
means all permits, licenses, authorizations, and approvals required by Environmental Laws for the operation of the business of the Company or any of its Subsidiaries as currently conducted.
ERISA
means the Employee Retirement Income Security Act of 1974, as amended.
ERISA Affiliate
of any entity means any other entity that, together with such entity, would be treated as a single
employer within the meaning of Section 414(b), (c), (m) or (o) of the Code.
Existing Credit Agreement
means that certain Credit Agreement, dated as of April 15, 2016, as amended by that certain First Amendment to Credit Agreement, dated as of September 30, 2016, that certain Second Amendment to Credit Agreement, dated as of March 31,
2017, that certain Third Amendment to Credit Agreement, dated as of November 30, 2017, that certain Fourth Amendment to Credit Agreement, dated as of May 31, 2018, and the Credit Agreement Amendment, among Parent, Deutsche Bank AG New York
Branch, as the Administrative Agent and as the Collateral Agent, the lenders from time to time party thereto, and various other parties.
GAAP
means generally accepted accounting principles in the United States.
Governmental Authority
means any transnational, domestic or foreign, federal, provincial, regional, state, municipal or
local governmental, quasi-governmental, regulatory or administrative authority, department, court, agency or official, including any political subdivision thereof.
Hazardous Substance
means any toxic, radioactive or otherwise hazardous substance, waste or material that in relevant form
and concentration is regulated under any Environmental Law.
HSR Act
means the Hart-Scott-Rodino Antitrust Improvements
Act of 1976.
Indebtedness
means with respect to any Person, all obligations of such Person (a) for borrowed
money, whether secured or unsecured, (b) evidenced by notes, debentures or similar Contracts, (c) in respect of
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