“Intellectual Property Rights” shall mean any and all intellectual property rights and industrial property rights of every kind and description throughout the world, including (a) patents and patent applications (and all continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions and extensions thereof) (“Patents”), (b) trademarks, service marks, trade names, corporate names, internet domain names, logos, trade dress, design rights and other similar designations of source or origin (whether registered, common law, statutory or otherwise), together with the goodwill symbolized by any of the foregoing and any applications and registrations for the foregoing (“Trademarks”), (c) copyrights and copyrightable subject matter, and any and all applications and registrations for the foregoing (“Copyrights”), (d) trade secrets and all other confidential and proprietary know-how, ideas, information, inventions, processes, formulae, models and methodologies, data, databases, data collections, data sets, and curated data content, in written electronic, oral or other tangible or intangible form, whether or not patentable (“Trade Secrets”), (e) rights in software or databases, and (f) all causes of action and rights to sue or seek other remedies arising from or relating to the foregoing.
“Intervening Event” shall mean an event, occurrence, fact, development or change, or combination thereof, occurring or arising after the date of this Agreement that was not known to or reasonably foreseeable by the Board of Directors as of the date of this Agreement and did not result from or arise out of the announcement or pendency of, or any actions required to be taken by the Company (or to be refrained from being taken by the Company) pursuant to, this Agreement, other than (a) the receipt, existence or terms of an Acquisition Proposal or any inquiry, proposal, offer, or transaction from any third party relating to or in connection with a transaction of the nature described in the definition of “Acquisition Proposal” (which, for the purposes of the Intervening Event definition, shall be read without reference to the percentage thresholds set forth in the definition thereof), (b) any change in the market price, or change in the trading volume, of the Company Common Stock, in and of itself (it being understood that the underlying causes of any such change may, if they are not otherwise excluded from this definition of “Intervening Event”, constitute, or be taken into account in determining whether there has occurred, an Intervening Event), (c) the fact that the Company meets or exceeds, or fails to meet, any internal or published projections, forecasts, estimates, or predictions in respect of revenues, earnings, or other financial or operating metrics for any period (it being understood that the underlying causes of any such change may, if they are not otherwise excluded from this definition of “Intervening Event”, constitute, or be taken into account in determining whether there has occurred, an Intervening Event), (d) changes generally affecting the economy, financial or securities markets, or political conditions, (e) any changes in applicable Legal Requirement or GAAP or other applicable accounting standards, including interpretations thereof, (g) acts of war, sabotage, or terrorism, or military actions, or the escalation thereof, or (h) natural disasters, or weather conditions, epidemics, pandemics, or disease outbreaks, public health emergencies (as declared by the World Health Organization or the Health and Human Services Secretary of the United States), or other force majeure events.
“IRS” shall mean the U.S. Internal Revenue Service.
“IT System” means any information technology systems or software used in connection with the operation of the Acquired Companies’ business, and Company Data stored thereon.
“knowledge of Parent” shall mean the actual knowledge of J. Kurt Jacobus or Greg Anglum, in each case after reasonable due inquiry.
“knowledge of the Company” shall mean the actual knowledge of the Persons listed in Exhibit A-1 of the Company Disclosure Letter, in each case after reasonable due inquiry.
“Lease” shall mean all leases, subleases, licenses, concessions, and other agreements (written or oral) under which the Acquired Company holds any Leased Real Property, including the right to all security deposits and other amounts and instruments deposited by or on behalf of the Acquired Company thereunder
“Leased Real Property” is defined in Section 3.7(b) of this Agreement.
“Legal Proceeding” shall mean any Action, suit, litigation, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), or hearing commenced, brought, conducted or heard by or before any Governmental Body.
“Legal Requirement” shall mean any law, statute, act, constitution, resolution, ordinance, common law, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body (or under the authority of Nasdaq).