(b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (c) descriptions, flow charts and other work products used to
design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons and (d) all documentation including user manuals and other training
documentation relating to any of the foregoing.
Special Meeting means a meeting of the holders of Acquiror Common
Stock to be held for the purpose of approving the Proposals.
Sponsor means Chardan Investments 2, LLC.
Sponsor Support Agreement has the meaning specified in the Recitals hereto.
Subscription Agreements has the meaning specified in the Recitals hereto.
Subsidiary means, with respect to a Person, any corporation or other organization (including a limited liability company or
a partnership), whether incorporated or unincorporated, of which such Person directly or indirectly owns or controls a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of
directors or others performing similar functions with respect to such corporation or other organization or any organization of which such Person or any of its Subsidiaries is, directly or indirectly, a general partner or managing member.
Surviving Company has the meaning specified in Section 2.01.
Surviving Provisions has the meaning specified in Section 10.02.
Tax means any federal, state, provincial, territorial, local, foreign and other net income, alternative or add-on minimum, franchise, gross income, adjusted gross income or gross receipts, employment, unemployment, compensation, utility, social security (or similar), withholding, payroll, ad valorem, transfer, windfall
profits, branch profits, franchise, license, branch, excise, severance, production, stamp, occupation, premium, personal property, real property, capital stock, profits, disability, registration, value added, capital gains, goods and services,
estimated, alternative minimum, sales, use, or other tax, escheat or unclaimed property obligation, governmental fee or other like assessment, together with any interest, penalty, fine, levy, impost, duty, charge, addition to tax or additional
amount imposed with respect thereto, and including any obligation to assume or succeed to or pay the Tax liability of another person by law, contract or otherwise.
Tax Authority means any Governmental Authority with jurisdiction or authority to impose, administer, levy, assess or
collect Tax.
Tax Return means any return, report, statement, refund, claim, election, disclosure, declaration,
information report or return, statement, estimate or other document filed or required to be filed with a Tax Authority with respect to Taxes, including any schedule or attachment thereto and including any amendments thereof.
Terminating Acquiror Breach has the meaning specified in Section 10.01(c).
Terminating Company Breach has the meaning specified in Section 10.01(b).
Termination Date has the meaning specified in Section 10.01(b).
Trading Day means any day on which shares of Acquiror Common Stock are actually traded on the principal securities exchange
or securities market on which shares of Acquiror Common Stock are then traded.
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