Indenture means that certain indenture, dated as of June 5, 2020,
between Jaguar Holding Company II, PPD Development, L.P. and Wilmington Trust, National Association, as trustee, as amended, supplemented or otherwise modified.
Intellectual Property means all intellectual property and other similar or equivalent proprietary rights throughout the
world, including moral rights, whether registered or unregistered, including such rights in and to: (i) any patent (including all renewals, reissues, divisions, continuations,
continuations-in-part, reexaminations, supplemental examinations, substitutions and extensions thereof), patent application, patent disclosure and other patent right,
invention and discovery (whether or not patentable or reduced to practice) and any design or utility model (collectively, Patents); (ii) any trademark, service mark, trade name, business name, corporate name, brand name,
brand, design, logo, trade dress, social media user names, identifiers, handles and other indicia of origin, including any registration and any application for registration therefor, together with all goodwill associated therewith (collectively,
Trademarks); (iii) any copyright, work of authorship (whether or not copyrightable), and related rights, software, programs, data and databases in any form (including any documentation thereof), design rights, including any
registration and any application for registration therefor (collectively, Copyrights); (v) all data, databases, formulae, processes, methods, techniques, know-how and other proprietary
or confidential information, however documented, including all trade secrets within the meaning of applicable Law (collectively, Trade Secrets); and (vi) any Internet domain name (including
top-level domain names and global top-level domain names).
Intervening Event means any event, development or change in circumstances (other than (1) a Company Takeover Proposal,
(2) changes in the price of Company Common Stock, in and of itself (however, the underlying reasons for such changes may constitute an Intervening Event) or (3) the fact that, in and of itself, the Company exceeds any internal or published
projections, estimates or expectations of the Companys revenue, earnings or other financial performance or results of operations for any period (provided, however, the underlying reasons for such events may constitute an Intervening
Event)) that was not known to or reasonably foreseeable by the Company Board or any committee thereof prior to the execution and delivery of this Agreement.
IT Assets means computers, software, middleware, servers, workstations, routers, hubs, switches, data communications lines
and other information technology equipment, in each case used by the Company.
JV Entity means the entity set forth on
Section 9.03(b) of the Company Disclosure Letter.
knowledge of any Person that is not an individual means, with
respect to any matter in question, the actual knowledge of such Persons executive officers; provided that knowledge of the Company or Companys knowledge shall also include the actual knowledge of the
individuals set forth on Section 9.03(c) of the Company Disclosure Letter.
Liens means any lien, pledge,
mortgage, deed of trust, security interest, easement, option, right of first offer or refusal, servitude or other similar encumbrance. For the avoidance of doubt, Lien does not include any license, option, covenant not to sue or other
right to use or exploit with respect to any Intellectual Property.
OSS means any computer software program whose
source code is published and made available under a license meeting the Open Source Definition (as promulgated by the Open Source Initiative) or the Free Software Definition (as promulgated by the Free Software Foundation).
Parent Material Adverse Effect means any change, effect, event, fact, development or occurrence that prevents or materially
impairs or delays the consummation of the Merger and the other Transactions or the ability of Parent or Merger Sub to perform its obligations under this Agreement.
Permitted Liens means (a) any Lien for Taxes not yet due and payable or Liens for Taxes being contested in good faith
by appropriate proceedings and for which adequate accruals or reserves have been established on
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