(xix) the identity of, or any facts or circumstances relating to, Guarantor, Parent or Merger Sub or their respective Affiliates or the respective equity or debt financing sources of, or investors in, any of the foregoing or the respective plans or intentions of the foregoing with respect to the Company or its business; or
(xx) any breach by Parent or Merger Sub of this Agreement.
(z) “Company Options” means any outstanding compensatory options to purchase shares of Company Common Stock, granted pursuant to any of the Company Equity Plans or otherwise, other than the purchase rights under ESPP.
(aa) “Company Preferred Stock” means the preferred stock, par value $0.001 per share, of the Company.
(bb) “Company Registered Intellectual Property” means all of the Company Intellectual Property that is Registered Intellectual Property.
(cc) “Company Related Parties” means, collectively, (i) the Company and its Subsidiaries; and (ii) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates.
(dd) “Company Software” means computer software, the Intellectual Property related to which is Company Intellectual Property.
(ee) “Company Stockholders” means the holders of shares of Company Capital Stock.
(ff) “Company Termination Fee” means an amount in cash equal to $60,000,000.
(gg) “Confidentiality Agreement” means the confidentiality letter agreement, dated July 13, 2022, between the Company and Thoma Bravo, L.P.
(hh) “Consent” means any consent, approval, clearance, waiver, Permit or order.
(ii) “Continuing Employees” means each individual who is an employee of the Company or any of its Subsidiaries immediately prior to the Effective Time and continues to be an employee of Parent or one of its Subsidiaries (including the Surviving Corporation) immediately following the Effective Time.
(jj) “Contract” means any express, legally binding contract, lease, license, indenture, note, bond, agreement or other instrument. For purposes hereof, a task, purchase, statement of work, delivery, change or work order under a Contract will not constitute a separate Contract but will be part of the Contract to which it relates.
(kk) “COVID-19” means SARS-CoV-2 or COVID-19, and any variants, evolutions or mutations thereof, or any related or associated epidemics, pandemics or disease outbreaks, or any escalation or worsening of any of the foregoing (including any subsequent waves).
(ll) “COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” social distancing, workforce reduction, shut down, closure, sequester, safety or similar Law, directive, guideline, response or recommendation of or promulgated by any Governmental Authority, including the Centers for Disease Control and Prevention and the World Health Organization, or other reasonable actions taken, in each case, in connection with or in response to COVID-19 and including, in each case, any changes in any such Law, directive, guidance, response or recommendation.
(mm) “D&O Insurance” means the Company’s current directors’ and officers’ liability insurance.
(nn) “Debt Financing Sources” means the Persons, if any, that have committed to provide the debt financing contemplated by, or have otherwise entered into agreements in connection with, the Debt Financing or alternative debt financing in connection with the Merger (and any joinder agreements, indentures or credit agreements entered into pursuant thereto or relating thereto), together with their Affiliates, officers, directors, employees, agents and representatives involved in the Debt Financing and their successors and assigns. It is understood and agreed that the Parent Related Parties will not be Debt Financing Sources for any purposes of this Agreement.
(oo) “DGCL” means the General Corporation Law of the State of Delaware.
(pp) “DOJ” means the United States Department of Justice.
(qq) “DPA” means the Defense Production Act of 1950.