deferred compensation, pension, profit-sharing, retirement, bonus, retention bonus, employment, severance and other employee benefit or fringe benefit plan, agreement, program, policy or other
arrangement, whether or not subject to ERISA (including any funding mechanism now in effect or required in the future), whether formal or informal, oral or written, legally binding or not, maintained by, sponsored by or contributed to by, or
obligated to be contributed to by, the entity in question or with respect to which the entity in question has any obligation or liability, whether secondary, contingent or otherwise.
Environmental Laws
means, without limitation, the following laws, in effect as of the Closing Date, as amended: (i) the Resource
Conservation and Recovery Act; (ii) the Clean Air Act; (iii) CERCLA; (iv) the Federal Water Pollution Control Act; (v) the Safe Drinking Water Act; (vi) the Toxic Substances Control Act; (vii) the Emergency Planning and
Community
Right-to
Know Act; (viii) the National Environmental Policy Act; (ix) the Pollution Prevention Act of 1990; (x) the Oil Pollution Act of 1990; (xi) the Hazardous Materials Transportation
Act; (xii) the Occupational Safety and Health Act; and (xiii) all laws, statutes, rules, regulations, orders, judgments, decrees promulgated or issued with respect to the foregoing Environmental Laws by Governmental Entities with
jurisdiction in the premises and any other federal, state or local statutes, laws, ordinances, rules, regulations, orders, codes, decisions, injunctions or decrees that regulate or otherwise pertain to the protection of human health, safety or the
environment, including but not limited to the management, control, discharge, emission, treatment, containment, handling, removal, use, generation, permitting, migration, storage, release, transportation, disposal, remediation, manufacture,
processing or distribution of Hazardous Materials that are or may present a threat to human health or the environment.
ERISA
means the
Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.
Exchange Act
means
the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Exchange Agent
has the meaning
set forth in
Section
2.2(a)
.
Exchange Fund
has the meaning set forth in
Section
2.2(a)
.
Exchange Ratio
has the meaning set forth in
Section
2.1(c)(i)
.
Execution Date
has the meaning set forth in the Preamble.
Fractional Share Payment
has the meaning set forth in
Section
2.1(e)
.
GAAP
has the meaning set forth in
Section
1.2
.
Governing Documents
means, with respect to any Person, the certificate or articles of incorporation or formation, bylaws, articles of
organization, limited liability company agreement, partnership agreement, formation agreement, joint venture agreement, operating agreement, unanimous equityholder agreement or declaration or other similar governing documents of such Person.
Governmental Entity
means any federal, state, tribal, provincial, municipal, foreign or other government, governmental court, department,
commission, board, bureau, regulatory or administrative agency or instrumentality.
Hazardous Material
means any substance, whether
solid, liquid, or gaseous: (i) which is listed, defined, or regulated as a hazardous material, hazardous waste, solid waste, hazardous substance, toxic substance,
pollutant, or contaminant, or words of similar meaning or import found in any applicable Environmental Law; or (ii) which is or contains asbestos, polychlorinated biphenyls, radon, urea formaldehyde foam insulation,
explosives, or radioactive materials; or (iii) any petroleum, petroleum hydrocarbons, petroleum substances,
A-5