Company Restricted Stock
means all shares of Company Common Stock,
subject to vesting or other restrictions, whether granted pursuant to the Company Stock Plans or otherwise.
Company
RSUs
means all restricted stock units payable in shares of Company Common Stock or whose value is determined with reference to the value of shares of Company Common Stock, in each case, that are not subject to any performance-based vesting
criteria, whether granted pursuant to the Company Stock Plan or otherwise.
Company SEC Documents
means all forms,
reports, statements, schedules and other documents filed by the Company with, or furnished by the Company to, the SEC since January 1, 2015.
Company Stock Options
means all options to acquire shares of Company Common Stock from the Company, whether granted
pursuant to the Company Stock Plans or otherwise.
Company Stock Plans
means the
Non-Employee
Directors Deferred Stock Compensation Plan, the 2004 Long-Term Incentive Plan and the 2015 Long-Term Incentive Plan, in each case as amended (as applicable).
Competing Company Transaction
means any transaction or series of related transactions (other than the Contemplated
Transactions) that constitutes (i) any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its Subsidiaries, the assets of which
constitute or represent more than 20% of the total revenue or fair market value of the assets of the Company and its Subsidiaries, taken as a whole, (ii) any sale, lease, license, exchange, transfer or other disposition of, or joint venture
involving, assets or businesses that constitute or represent more than 20% of the total revenue or fair market value of the assets of the Company and its Subsidiaries, taken as a whole, (iii) any sale, exchange, transfer or other disposition to
any Person of more than 20% of any class of equity securities, or securities convertible into or exchangeable for equity securities, of the Company, (iv) any tender offer or exchange offer that, if consummated, would result in any Person
becoming the Beneficial Owner of more than 20% of any class of equity securities of the Company or (v) any combination of the foregoing.
Competing Company Transaction Agreement
means a letter of intent, agreement in principle, term sheet, merger agreement,
acquisition agreement, option agreement or other Contract relating to any Competing Company Transaction (other than an Acceptable Confidentiality Agreement).
Contemplated Transactions
means the transactions contemplated by this Agreement.
Contract
means all legally binding contracts, agreements, arrangements, leases and subleases (including leases and
subleases of real property), licenses, commitments, notes, bonds, mortgages, indentures, sales and purchase orders, other instruments and other undertakings of any kind, whether written or oral.
Determination Date
means September 9, 2018.
Disclosure Letter
means, as the context requires, the Company Disclosure Letter and/or the Parent Disclosure Letter.
Environmental Laws
means any and all past, present or future federal, state, county, municipal, local, multi-national and
foreign statutes, treatises, laws, common laws, ordinances, rules, regulations, orders, writs, injunctions, judicial decisions, decrees or other legally binding requirement of any Governmental Authority that relate to protection of the environment
or that impose Liability for, or standards of conduct concerning, the manufacture, processing, generation, distribution, use, treatment, storage, disposal, discharge, release, emission, cleanup, transport or handling of Hazardous Substances,
including the Resource Conservation and Recovery Act of 1976, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1984, the Toxic Substances Control Act, any other
so-called
Superfund or Superlien laws, but excluding the Occupational Safety and Health Act of 1970 and similar state laws.
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