investigation, assessment, testing, monitoring, containment, removal, remediation and cleanup of any such Release or threatened Release, (d) the management of any Hazardous Materials,
including the use, labeling, processing, disposal, storage, treatment, transport, or recycling of any Hazardous Materials, or (e) the presence of Hazardous Materials in any building, physical structure, product or fixture.
Environmental Permits means all franchises, grants, authorizations, licenses, permits, easements, variances,
exceptions, consents, certificates, approvals and orders of any Governmental Authority required under Environmental Laws for the conduct of the business and activities of the Company and Company Subsidiaries, as currently conducted.
ERISA means the Employee Retirement Income Security Act of 1974, as amended.
Exchange Ratio means the following ratio (rounded to four decimal places): the quotient obtained by dividing
(a) the Per Share Amount by (b) $10.00.
Fully Diluted Number means the sum of (i) total number of
shares of Company Common Stock outstanding immediately prior to the Effective Time (including the Named Executive Shares) plus (ii) the number of shares of Company Common Stock issuable upon the conversion of the Company Preferred Stock
Converted Shares that are outstanding immediately prior to the Effective Time, plus (iii) the number of shares of Company Common Stock issuable upon exercise of all Company Options that are outstanding immediately prior to the Effective
Time.
Government Contract shall mean any prime contract, subcontract, basic ordering agreement, letter
contract, purchase order, delivery order, change order, arrangement, grant, cooperative agreement, other transaction authority agreement, or other commitment of any kind between any Company Group Member, on the one hand, and any Governmental
Authority or prime contractor or subcontractor to a Governmental Authority, on the other hand.
Governmental
Authority means (a) the United States, (b) any federal, state, provincial, municipal, local or any governmental or quasi-governmental authority of any nature, (c) any body exercising or entitled to exercise any
administrative, executive, judicial, legislative, police, standards, regulatory or taxing authority, or (d) any subdivision, agency, department, branch, official, bureau, commission, board, court, tribunal, judicial or arbitral body or other
instrumentality or authority of any of the foregoing.
Gross Merger Consideration means (a) the Baseline
Share Amount, plus (b) the Aggregate Cash Amount.
Hazardous Materials means all materials,
chemicals, wastes, compounds and substances in any form defined, regulated or characterized as a pollutant, contaminant or toxic or hazardous substance or waste (or terms of similar meaning) under Laws protecting the Environment and human health,
including petroleum, crude oil and any fraction thereof.
HSR Act means the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.
Ineligible Apex IPO Underwriting
Fees means any Apex IPO Underwriting Fees that are not Eligible Apex IPO Underwriting Fees.
Intellectual
Property means: (a) patents, patent applications and patent disclosures, together with all renewals, reissues, continuations, continuations-in-part,
divisionals, revisions, extensions, reexaminations, substitutions and foreign counterparts thereof and industrial property rights; (b) trademarks and service marks, trade dress, logos, trade names, corporate names, brands, slogans, and other
source identifiers together with all
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