“Knowledge” means (a) with respect to the Company and its Subsidiaries, the actual knowledge of each of the individuals listed in Section 1.01 of the Disclosure Schedule and (b) with respect to Parent or Merger Subsidiary, the actual knowledge of each of the Executive Officers of Parent.
“Law” means any federal, state, local, foreign or international law (including common law), treaty, convention, statute, code, ordinance, rule, interpretation, regulation, standard or Order of any Governmental Entity having applicable jurisdiction or other similar binding requirement of a Governmental Entity having applicable jurisdiction.
“Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, claim, option, right of first refusal, right of first offer, hypothecation, security interest or encumbrance of any kind or nature whatsoever in respect of such property or asset.
“Loan Forgiveness Application” means an application for PPP Loan forgiveness in the form most recently provided by the U.S. Small Business Administration or by the PPP Lender, including any supporting document required in connection therewith, which is submitted to the applicable PPP Lender for the purpose of receiving forgiveness of all eligible PPP Loan amounts outstanding pursuant to the terms of the Paycheck Protection Program of the CARES Act, as amended or supplemented or otherwise modified from time to time.
“MBCA” means the Michigan Business Corporation Act.
“Nasdaq” means the NASDAQ Global Market.
“OFAC” means the U.S. Office of Foreign Asset Control.
“Order” means any order, writ, judgment, decision, injunction, decree, stipulation, determination, ruling, verdict or award entered by or with any Governmental Entity.
“Parent Material Adverse Effect” means any Effect that prevents, or would reasonably be expected to prevent, Parent’s or Merger Subsidiary’s ability to consummate the Transactions or the performance by Parent or Merger Subsidiary of their respective material obligations under this Agreement.
“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
“Personal Information” means information provided, disclosed or accessible to, or generated or collected by, the Company or any of its Subsidiaries by or at the direction of any customer, employee, independent contractor or other third party that (a) identifies or can be used to identify an individual, or (b) can be used to authenticate an individual.
“PPP Lender” means a financial institution in the business of providing PPP Loans, and with respect to the PPP Loan, TCF National Bank.
“PPP Loan” means any loan under the Paycheck Protection Program of the U.S. Small Business Administration, including the loan evidenced by that certain Promissory Note dated April 16, 2020 from TCF National Bank.
“PPP Loan Application” means any application submitted by a Person to a PPP Lender and pursuant to which a PPP Loan was granted and accepted by such Person.
“Privacy and Security Laws” means all Laws regarding the Processing of Personal Information and data breach notification.
“Proceeding” means any proceeding, claim, action, cause of action, demand, suit, arbitration, mediation, inquiry, audit, notice of violation, litigation, summons, governmental order, lien, settlement, judgment, encumbrance, fine, award, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether in law or in equity and, with respect to intellectual property rights, any (a) opposition, cancellation, interference, reexamination, review or other proceeding, (b) investigation or other challenge or (c) offer to take a license.
“Processing” means processing, collecting, accessing, using, disclosing, transmitting, securing, sharing, retaining, destroying, transferring (including cross-border) and storing.
“Release” means any actual or threatened spilling, leaking, pumping, pouring, releasing, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, leaching or migrating of any Hazardous Substance into or through the environment or any man-made structure.