Related Party means, with respect to any party hereto, such partys
respective former, current or future Affiliates and any of the foregoings respective former, current or future, direct or indirect, officers, directors, employees, stockholders, equity holders, managers, members, incorporators, general and
limited partners, financing sources (including in the case of Parent, the Debt Financing Sources, the Guarantor and the HVP Equity Investors and Related Parties of the HVP Equity Investors) or other Representatives or any of the foregoings
respective successors or assigns.
Release means any release, spill, emission, leaking, pumping, emitting, depositing,
discharging, injecting, escaping, leaching, dispersing, dumping, pouring, disposing or migrating into, onto or through the environment (including indoor and ambient air, surface water, ground water, drinking water supply, land surface or subsurface
strata).
Representatives means, with respect to any Person, the directors, officers, employees, financial advisors,
attorneys, accountants, consultants, agents and other authorized representatives of such Person, acting in such capacity.
Sarbanes-Oxley Act means the Sarbanes-Oxley Act of 2002, as amended.
SEC means the U.S. Securities and Exchange Commission.
Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
Software means (a) software of any type (including computer programs, mobile apps, browser-based apps, operating
systems, tools, interfaces, firmware, modules, algorithms and routines) and in any form (including source code, executable code, and object code form), (b) databases, collections of related data, and data schemes, and (c) all documentation and
materials relating to any of the foregoing.
Subsidiary means, with respect to any Person, any entity of which
securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at any time directly or indirectly owned by such Person.
Superior Proposal means any bona fide written Acquisition Proposal (for purposes of this definition, replacing all
references in the definition of Acquisition Proposal to 25% or more with more than 50%) made after the date of this Agreement that (a) is not the result of a breach of Section 6.02
(other than immaterial breaches) and (b) the Company Board (or a duly authorized committee thereof) determines in good faith (after consultation with the Companys outside financial advisor and outside legal counsel), and taking into
account such factors as the Company Board (or any duly authorized committee thereof) considers to be appropriate (including the certainty and timing of closing, all legal, financial, financing (including availability thereof), regulatory and other
aspects of such Acquisition Proposal and the Person making such Acquisition Proposal), (i) is reasonably likely to be consummated, and, (ii) if consummated, would result in a transaction that is more favorable to the Companys stockholders
from a financial point of view than the Merger.
Tax means any and all federal, state, local, provincial or foreign
taxes, levies, duties, tariffs, imposts and other similar charges and fees (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority or domestic or
foreign Governmental Authority, including income, franchise, windfall or other profits, gross receipts, premiums, property, sales, use, net worth, capital stock, payroll, employment, social security, workers compensation, unemployment
compensation, excise, withholding, ad valorem, occupancy, stamp, transfer, accumulated earnings, personal holding company, duty, value-added, gains tax and license, registration and
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