(OFAC) List of Specially Designated Nationals and Blocked Persons, or any other OFAC, U.S. Department of Commerce Bureau of Industry and Security, or U.S. Department of State
sanctions-or export-related restricted party list; (ii) any Person that is, in the aggregate, 50 percent or greater owned, directly or indirectly, or otherwise controlled by a Person or Persons described in clause (i); or (iii) any
national of a Sanctioned Country.
(hhhh) Sarbanes-Oxley Act means the Sarbanes-Oxley Act of 2002.
(iiii) SEC means the United States Securities and Exchange Commission.
(jjjj) Section 721 shall mean Section 721 of the Defense Production Act of 1950, as amended and
codified at 50 U.S.C. Section 4565.
(kkkk) Securities Act means the Securities Act of 1933.
(llll) Service Provider means any current or former employee, officer, individual consultant, individual independent
contractor, or member of the board of directors of the Company or any of its Subsidiaries.
(mmmm) Subsidiary of any
Person means (i) a corporation more than 50 percent of the combined voting power of the outstanding voting stock of which is owned, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person or by such
Person and one or more other Subsidiaries of such Person; (ii) a partnership of which such Person or one or more other Subsidiaries of such Person or such Person and one or more other Subsidiaries thereof, directly or indirectly, is the general
partner and has the power to direct the policies, management and affairs of such partnership; (iii) a limited liability company of which such Person or one or more other Subsidiaries of such Person or such Person and one or more other
Subsidiaries of such Person, directly or indirectly, is the managing member and has the power to direct the policies, management and affairs of such company; and (iv) any other Person (other than a corporation, partnership or limited liability
company) in which such Person or one or more other Subsidiaries of such Person or such Person and one or more other Subsidiaries of such Person, directly or indirectly, has at least a majority ownership or the power to direct the policies,
management and affairs thereof (including by contract).
(nnnn) Superior Proposal means any written Acquisition
Proposal on terms that the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) would be more favorable from a financial point of view to the Company
Stockholders (in their capacity as such) than the Merger (taking into account (i) any revisions to this Agreement made or proposed in writing by Parent prior to the time of such determination; and (ii) those factors and matters deemed
relevant in good faith by the Company Board (or any committee thereof), which factors may include, among other things, the (A) identity of the Person making the proposal; (B) likelihood of consummation in accordance with the terms of such
Acquisition Proposal; and (C) legal, financial (including the financing terms), regulatory, timing and other aspects of such Acquisition Proposal). For purposes of the reference to an Acquisition Proposal in this definition, all
references to 20 percent in the definition of Acquisition Transaction will be deemed to be references to 50.1 percent.
(oooo) Tax means all U.S. federal, state, local, and non-U.S. income, gross
receipts, property, escheat, unclaimed property, sales, use, license, franchise, employment, payroll, premium, withholding, alternative or added minimum, estimated, ad valorem, severance, value-added, stamp, occupation, windfall profits, transfer or
excise tax, or any other taxes, customs, tariffs, imposts, levies, duties, fees or other like assessments or charges of any kind whatsoever in the nature of a tax, together with all interest, penalties and additions imposed with respect to such
amounts, however denominated, whether disputed or not.
(pppp) Tax Returns means all returns, declarations, statements,
reports, schedules, forms and information returns, including any attachments thereto or amendments thereof, filed or required to be filed with any Governmental Authority relating to Taxes.
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