political subdivision, or any federal, state, local,
non-U.S.
or supranational court or tribunal, body, board or any other entity exercising executive,
legislative, regulatory (including a stock exchange), judicial, military, regulatory or administrative functions of or pertaining to government, including public international organizations (e.g., the North Atlantic Treaty Organization and the
United Nations).
Hazardous Materials
means any substance, waste or material defined, characterized or regulated as hazardous, acutely
hazardous, toxic, a pollutant or a contaminant, or that could reasonably be expected to result in liability, controls or restrictions under any applicable Environmental Law currently in effect, including petroleum, petroleum products,
by-products
and distillates, pesticides, dioxin, polychlorinated biphenyls, lead-based paint, mold, biological hazards, asbestos and asbestos-containing materials.
HSR Act
means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Indebtedness
means, with respect to any Person, without duplication, other than trade payables entered into in the ordinary course of
business consistent with past practice, (i) all obligations of such Person for borrowed money, including accrued and unpaid interest, (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments,
(iii) any obligations of such Person under any lease of property, real or personal, which obligations are required to be classified as capital leases in accordance with GAAP, (iv) all obligations of others secured by a Lien on property or
assets owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (v) all letters of credit or performance bonds issued for the account of such Person, and (vi) all guarantees and keepwell
arrangements of such Person of any obligation of any other Person other than a wholly owned Subsidiary of such Person.
Intellectual
Property
means all information, materials and other subject matter that are covered by, or are embodiments of, Intellectual Property Rights, including, by way of example, proprietary business methods and other inventions, works of
authorship, artistic works and other subject matter that are covered by copyrights, trademarks, service marks, logos, domain names, and all information subject to protection as trade secrets. For avoidance of doubt, without limiting the foregoing,
Intellectual Property includes algorithms, formulae, protocols, software code (in any format, including Source Code and executable formats), software documentation, books and reports, marketing and advertising content, audiovisual works, websites,
system architectures and configurations, database schemas,
non-public
data, and all electronic and digital records or any kind.
Intellectual Property Rights
means any and all statutory and/or common law intellectual property rights, rights of priority, and all other
intellectual or industrial property and proprietary rights throughout the world, including any of the following: (i) Patents; (ii) trade secrets,
know-how,
inventions (whether or not patentable and
whether or not reduced to practice), ideas, discoveries, improvements, technology, business and technical information, databases, database rights, data compilations and collections (including knowledge databases, customer lists and customer
databases), tools, methods, processes, techniques and other confidential and proprietary information and all rights therein; (iii) Copyrights; (iv) Trademarks; (v) internet domain names and social media account or user names (including
handles), whether or not Trademarks, all associated web addresses, URLs, websites and web pages, and social media sites and pages, and all content and data thereon or relating thereto, whether or not Copyrights, together with all
goodwill relating thereto; (vi) Designs; (vii) similar, corresponding or equivalent rights to any of the foregoing or any tangible embodiments thereof; (viii) registrations and renewals of or applications to register any of the foregoing;
and (ix) rights to income, royalties, damages (including punitive, statutory, and willful), and injunctive relief related thereto.
Intervening Event
means any material event, circumstance, change, effect, development, or condition that was not known to the Company Board
as of the date hereof (or if known, the consequences of which were not known to the Company Board as of the date hereof);
provided
,
however
, that in no event shall the receipt, existence or terms of an Acquisition Proposal constitute
an Intervening Event.
IRS
means the U.S. Internal Revenue Service.
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