(i) Affiliated Group means an affiliated group as defined in
Section 1504 of the Code (or any analogous combined, consolidated, unitary or similar group under state, local or non-U.S. law).
(j) Alternative Arrangement means, with respect to Licensee in a particular jurisdiction, an arrangement sufficient to
enable the services that such Company Group Member provides in such jurisdiction to continue (whether provided by Licensee or one or more other Company Group Member(s)) as of the Closing Date in compliance in all material respects with all
applicable Law, Payment Network Rules and Material Contracts without a Money Transmitter License.
(k) Anti-Corruption
Laws means any laws, regulations, rules, statutes or orders in any part of the world relating to combatting bribery and corruption, including the Organization for Economic Cooperation and Development Convention on Combatting Bribery of
Foreign Officials in International Business Transactions and the UN Convention Against Corruption, the Foreign Corrupt Practices Act of 1977, as amended, and the UK Bribery Act 2010.
(l) Anti-Money Laundering Laws means all applicable U.S. and non-U.S. Laws relating
to financial recordkeeping or reporting of financial transactions, or the prevention of money laundering or terrorist financing, including 18 U.S.C. §§ 1956 and 1957 and the Bank Secrecy Act, as amended by the USA PATRIOT Act, 31
U.S.C. §§ 5311 et seq., and its implementing regulations, 31 C.F.R. Chapter X, each as may be amended, and Part 504 of the regulations administered by the New York State Department of Financial Services.
(m) Antitrust Law means the Sherman Antitrust Act, the Clayton Antitrust Act, the HSR Act, the Federal Trade Commission Act
and all other federal, state and foreign statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws, that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of
monopolization or restraint of trade or significant impediments or lessening of competition or the creation or strengthening of a dominant position through merger or acquisition.
(n) Audited Company Balance Sheet means the consolidated balance sheet (and the notes thereto) of the Company and its
Subsidiaries as of December 31, 2019 set forth in the Companys Annual Report on Form 10-K filed by the Company with the SEC for the fiscal year ended December 31, 2019.
(o) Business Day means each day that is not a Saturday, Sunday or other day on which the Company is closed for business or
the Federal Reserve Bank of San Francisco is closed.
(p) CARES Act means the Coronavirus Aid, Relief and Economic
Security Act, signed into law by the President of the United States on March 27, 2020, as in effect as of the date hereof.
(q)
Claim Expenses shall mean out-of-pocket attorneys fees and all other
out-of-pocket costs, expenses and obligations (including experts fees, travel expenses, court costs, retainers, transcript fees, legal research, duplicating,
printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend,
be a witness in or participate in (including on appeal) any D&O Claim for which indemnification is authorized pursuant to Section 6.10, including any action relating to a claim for indemnification or advancement brought
by a Covered Person.
(r) Code means the Internal Revenue Code of 1986, as amended.
(s) Company Board means the Board of Directors of the Company.
(t) Company Call Option Documentation means (i) that certain Base Call Option Transaction Confirmation, dated as of
May 17, 2017, by and between the Company and Bank of America, N.A., (ii) that certain side letter, dated as of May 17, 2017, by and between the Company and Bank of America, N.A., (iii) that certain Additional Call Option Transaction
Confirmation, dated as of May 18, 2017, by and between the Company and Bank of America, N.A., (iv) that certain side letter, dated as of May 18, 2017, by and between the Company and Bank of America, N.A., (v) that certain Base Call Option
Transaction Confirmation, dated as of May 17, 2017, by and between the Company and JPMorgan Chase Bank, National Association, London Branch, (vi) that certain side letter, dated as of May 17, 2017, by and between the Company and
JPMorgan Chase Bank,
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