definiens: ( including the terms and ) means the possession, directly or indirectly, of the powe r to direct or cause the direction of the management and policies of a Person, whether throug h the ownership of voting securities, by contract or otherwise ; - 3 - ( e ) means this Master Asset Purchase Agreement and all exhibits and schedules attached to this agreement, in each case as they ma y be amended or supplemented from time to time, and the expressions,,,, and similar expressions refer to this Agreement ; ( f ) means, to the extent the Vendors or any of their Affiliates or any Vendor Party is a party thereto, any ( i ) merger, co nsolidation, share exchange or other business combination transact ion involving all or any portion of the equity secu rities of the Vendors or any of their Affiliates, or ( ii ) any proposal or of fer to acquire, sell, license or dispose of in any manner ( including by virtue of the transfer of equi ty interests in one or more Affiliates of the Vendors ), directly or indirectly, the Purchased Ass ets, in each case other than any such transaction with the Purchaser ; ( g ) means all applicable laws ( including the common l aw and principles of equity ), statutes and regulations as well as publis he d by- laws, rules, directives, decrees, codes and orders of any Governmental Entity or any other commission, board, agency or instrumentality, federal, provincial, state, munici pal or local ; ( h ) means collectively, the US Assumed Contracts and the French Assumed Contracts ; ( i ) means collectively, the US Assumed Liabilities an d the Frenc h Assumed Liabilities ; ( j ) means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in ( i ) Toronto, O ntario, Canada, ( ii ) Charlotte, North Carolina, U.S.A., ( iii ) Paris, France or ( iv ) Tel Aviv, Israel are not open for business during norma l banking hours ; ( k ) means all registered and unregistered business na mes in use or used by one or more of the Vendors in connection with the Busin ess set out and further described at Schedule 1.1(k ) ; ( l ) means all books of account, accounting and financ ial records, files, data and other information ( financial or otherwise ) and writings ( including with respect to Intellectual Property and Trade Secrets ) ; lists and files of past, present and prospective clients and contacts, purchasing and marketing records, cost and pricing information, service and warranty records, research and development records, production record s, operating guides and manuals, equipment log s, complaint logs, personnel and payroll records ; a ll passwords, PIN numbers, usernames and other such access information for all data, databas e and digital storage locations either resident on owned hardware, online, cloud or otherwise and a ll data stored on computer support devices relating to the Purchased Assets, but excluding Cor porate Records and records forming part of the Excluded Assets and Excluded Liabilities ; - 4 - ( m ) has the meaning set out in the recitals ; ( n ) means the products sold by one or more of the Ven dors as part of the Business including, collectively, the NeoGraft Devi ce, the NeoGraft Device Products and the Hair Medica Products ; ( o ) means all contracts to which one o r more of the Canadian Vendors is a party with respect to the Business, being those con tracts as more particularly described in Schedule 1.1(o ) ; ( p ) means all right, title, benefit and interest of t he Canadian Vendors i n all intellectual property of any nature and kind including all domestic and foreign trademarks ( including the Hair Medica Intellectual Property ), business names, trade names, product names, trade dress, slogans, logos, domain names, generic top level dom ain names, trading styles, patents ( including applications, pr ovisional applications, continuations, divisional, reissues, and re- examinations thereof and therefor ), Trade Secrets, proprietary software, industrial designs and copyrights, whether register ed or unregistered, and all applications for registration thereof, all inventions, formulae, mod els, product and service designs, product and service configurations, product and service formula tions, processes and processing methods, technology and techniques, data, databases, proprie tary information and know- how, and all causes of action and rights to sue or seek other re medies arising from or relating to the foregoing, including for any past or ongoing misuse or misappr opriation, anywhere in the world, and all associated rights, including moral rights, includin g the intellectual property described at Schedule 1.1(p ) ; ( q ) means all federal, provincial and local permits, licenses, authorizations, certificates, approvals, registrations, f ilings, variances, franchises, rights, privileges, waivers and exceptions, and grants of every kind and character or any item with a similar effect used by the Canadian Vendors in connection with the Business, i ncluding those set out at Schedule 1.1(q ) ; ( r ) means collectively, all of the assets of the Cana dian Vendors owned or used in carrying on the Business, other th an any Excluded Assets, including the following assets : ( i ) Canadian Intellectual Property ( including the Hair Medica Intellectual Property ) ; ( ii ) Canadian Permits ; ( iii ) Business Names of the Canadian Vendors ; ( iv ) Goodwill of the Canadian Vendors ; and ( v ) the Business Records relating to the foregoin g ; - 5 - ( s ) means the corporation to be formed by the amalgamat ion of the Canadian Vendors under the laws of the Province of Ontario no less than two ( 2 ) Business Days prior to Closing in accordance with Subsection 3.1 ( a ) ; ( t ) means Canada ’s Anti - Spam Legislation, known fully as An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to ame nd the Canadian Radio- television and Telecommunications Commission Act, t he Competition Act, the Personal Information Protection and Electronic Docu ments Act and the Telecommunications Act, S.C. 2010, c. 23 ; ( u ) means as defined in CASL ; ( v ) means any act, omission or state of facts and any actual or threatened civil, criminal, administrative, regulatory or investigative inquiry, any judicial or arbitral action, any suit, investigation or proceeding and any claim or demand resulting therefrom or any othe r claim or demand of whatever nature or kind ; ( w ) means the completion of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities as contemplat ed by this Agreement ; ( x ) means February 15, 2018 or such other date as is mutually agreeable to Miriam and the Purchaser ; ( y ) has the meaning ascribed thereto at Section 2.5 ; ( z ) means the Mutual Non- Disclosure Agreement between Venus Concept Canada Corp. and Solutions Canada ; ( aa ) means collectively, the Canadian Contracts, the F rench Contracts and the US Contracts