has on others operating in the industries in which the Company and any of its Subsidiaries operate, (i) any cyberattacks, geopolitical conditions, the outbreak or escalation of hostilities,
any acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism threatened or underway as of the date of this Agreement, except to the extent that such conditions, outbreak, escalation or acts
have a materially disproportionate adverse effect on the Company and its Subsidiaries, taken as a whole, relative to the adverse effect such conditions, outbreak, escalation or acts have on others operating in the industries in which the Company and
any of its Subsidiaries operate, (j) the termination of employment of or by any of the Companys executive officers or other employees after the public announcement of this Agreement, (k) any hurricane, strong winds, ice event, fire,
tornado, tsunami, flood, earthquake or other natural disaster, acts of God or any change resulting from weather events, conditions or circumstances, except to the extent that such disaster, act or change has a materially disproportionate adverse
effect on the Company and its Subsidiaries, taken as a whole, relative to the adverse effect such disaster, act or change has on others operating in the industries in which the Company and any of its Subsidiaries operate, (l) any of the matters
set forth in the Company Disclosure Letter, or (m) any Transaction Litigation.
Company Related Parties
means the Company and its Subsidiaries or any of their respective controlling persons, directors, officers, employees, general partners, managers, management companies, Affiliates or assignees and any and all controlling persons, directors,
officers, employees, general partners, managers, management companies, Affiliates or assignees of any of the foregoing, and any and all heirs, executors, administrators, trustees, successors or assigns of any of the foregoing.
Company Stock Plan
means the Companys Second Amended and Restated 2008 Long-Term Incentive Plan.
Confidentiality Agreement
means the confidentiality agreement, dated September 27, 2018, between the Company and
Parent, as the same may be further amended, supplemented or otherwise modified by the parties.
Contract
means
any legally binding written agreement, contract, subcontract, lease, understanding, arrangement, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy or commitment or undertaking of any nature.
Credit Agreement
means the Amended and Restated Credit Agreement, dated November 6, 2015, by and among the
Company, Manufacturers and Traders Trust Company, as Administrative Agent, Swing Line Lender and L/C Issuer, and other lenders party thereto.
Environmental Laws
shall mean all applicable foreign, federal, state and local laws, regulations, rules and
ordinances relating to pollution, the protection of the environment or releases or threatened releases of chemicals, materials or substances that are harmful to the environment.
Equity Award Exchange Ratio
means the sum of (i) the Exchange Ratio,
plus
(ii) the quotient of
(x) the Cash Consideration,
divided by
(y) the Parent Stock Price, rounded to the nearest one thousandth.
Exchange Act
means the Securities Exchange Act of 1934, as amended.
Excluded Share
means each share of Company Common Stock owned by Parent, Merger Sub or any other direct or indirect
wholly-owned Subsidiary of Parent or owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties.
Financing
means the debt financing contemplated pursuant to the Commitment Letter.
Financing Source
means any Person committed to provide or arrange or otherwise entered into agreements in connection
with all or any part of the Financing contemplated pursuant to the Commitment Letter and/or any of their Affiliates and/or their (or their Affiliates) officers, directors, employees, controlling persons, advisors, agents, attorneys or
representatives.
GAAP
means generally accepted accounting principles in the United States.
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