definiens: shall mean : ( i ) any ( as such term is defined in Item 601(b)(10 ) of Regulation S - K of theSEC ) and any Contract that would be required to be disclosed by that Company on a Current Report onForm 8 - K;27 ( ii ) any Contract to which the Company or any of its Subsidiaries is a party that contains anycovenant by the Company or any of its Subsidiaries to not engage in any line of business or to notengage in its business in any geographic location or that grants to any third Person pricing, in each case other than any such Contracts that ( x ) may be cancelled without materialliability to the Company or its Subsidiaries upon notice of ninety ( 90 ) days or less or ( y ) are not, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole ; ( iii ) any Contract entered into after January 2, 2010 ( A ) relating to the disposition or acquisition(directly or indirectly, by merger or otherwise ) by the Company or any of its Subsidiaries of a materialamount of assets ( including equipment purchases ), capital stock or other equity interests other thanacquisitions and dispositions of inventory in the ordinary course of business, capital expenditures andcapital commitments ( which are covered in clause ( vii ) ), or ( B ) pursuant to which the Company or any ofits Subsidiaries will acquire any material interest in any other Person, for each of subsection ( A ) and ( B),for an amount in excess of $ 500,000, in each instance ; ( iv ) any Contract that relates to the formation, creation, operation, management or control of anylegal partnership or any joint venture entity or pursuant to which the Company or any of its Subsidiarieshas an obligation ( contingent or otherwise ) to make a material investment in or material extension ofcredit to any Person ; ( v ) any Contract that involves or relates to indebtedness for borrowed money ( whether incurred, assumed, guaranteed or secured by any asset ) in excess of $ 500,000 ; ( vi ) any Contract that relates to an acquisition, divestiture, merger or similar transaction thatcontains representations, covenants, indemnitees or other obligations ( including indemnification, or other contingent obligations ), that are still in effect and would reasonably be expected to result inpayments in excess of $ 500,000 individually ; ( vii ) other than acquisitions subject to clause ( iii ) above, an acquisition in the ordinary course ofbusiness, consistent with past practice, or an acquisition of inventory under $ 1,000,000 individually, anyContract that obligates the Company or any of its Subsidiaries to make any capital commitment orcapital expenditure in excess of $ 500,000 ; ( viii ) any Contract pursuant to which the Company or any of its Subsidiaries ( A ) receives a licenseto or a covenant not to sue under material Intellectual Property owned by a third Person, other thanlicenses for commercially available software or hardware with annual or one - time licensing fees of lessthan $ 500,000 in the aggregate or ( B ) grants a license or covenant not to sue to a third Person underany material Company Intellectual Property Rights, except for any such Contract for the sale ofproducts or services of the Company or its Subsidiaries that includes a non - exclusive license to suchCompany Intellectual Property Right and that was entered into in the ordinary course of business ; ( ix ) any Contract relating to a Related Party Transaction ; ( x ) any Contract related to the settlement of any material Legal Proceeding ; ( xi ) any employment agreements, bonus arrangements, severance agreements, retentionagreements, consulting agreements, employee termination arrangements or change of controlagreements, in any such case, which are with respect to employees with annual base compensation inexcess of, for salaries denominated in US dollars, $ 150,000 per year and, for salaries denominated ineuros, 150,000 euros per year and are not terminable at will by the Company or any of its Subsidiarieswithout payment or penalty or would otherwise require a28payment to be made by the Company or its Subsidiaries in connection with the Offer Closing or theMerger Closing ; ( xii ) any Contract with any Governmental Authority ; ( xiii ) any Contract providing for indemnification to or from any Person with respect to liabilitiesrelating to any current or former business of the Company or its Subsidiaries or any predecessor Personor former Subsidiary of the Company ; and ( xiv ) any Contract, or group of Contracts with a Person ( or group of affiliated Persons ), thetermination or breach of which would have a Company Material Adverse Effect and is not disclosedpursuant to clauses ( i ) through ( xiii ) above