THEREFOR, AND ALL OTHER RIGHTS CORRESPONDING RIGHTS IN WORKS OF
AUTHORSHIP, HOWEVER DENOMINATED; (III) RIGHTS IN INDUSTRIAL DESIGNS AND ANY
REGISTRATIONS AND APPLICATIONS THEREFOR; (IV) TRADEMARK RIGHTS AND CORRESPONDING
RIGHTS IN TRADE NAMES, LOGOS AND SERVICE MARKS, TRADEMARK OR SERVICE MARK, AND
REGISTRATIONS AND APPLICATIONS THEREFOR; (V) TRADE SECRETS RIGHTS AND
CORRESPONDING RIGHTS IN CONFIDENTIAL BUSINESS AND TECHNICAL INFORMATION AND
KNOW-HOW ("TRADE SECRETS"); AND (VI) ANY SIMILAR OR EQUIVALENT RIGHTS TO ANY OF
THE FOREGOING ANYWHERE IN THE WORLD (AS APPLICABLE).
(M)
"KNOWLEDGE" SHALL MEAN, WITH RESPECT TO A PARTY HERETO, WITH
RESPECT TO ANY MATTER IN QUESTION, THAT ANY OF THE CHIEF EXECUTIVE OFFICER,
CHIEF FINANCIAL OFFICER OR GENERAL
2
COUNSEL OF SUCH PARTY, HAS ACTUAL KNOWLEDGE (AND NOT CONSTRUCTIVE OR IMPUTED
KNOWLEDGE) OF SUCH MATTER.
(N)
"LEGAL REQUIREMENTS" SHALL MEAN ANY NATIONAL, PROVINCIAL, STATE,
MUNICIPAL, LOCAL OR OTHER LAW, STATUTE, CONSTITUTION, PRINCIPLE OF COMMON LAW,
RESOLUTION, ORDINANCE, CODE, ORDER, EDICT, DECREE, RULE, REGULATION, RULING OR
REQUIREMENT ISSUED, ENACTED, ADOPTED, PROMULGATED, IMPLEMENTED OR OTHERWISE PUT
INTO EFFECT BY OR UNDER THE AUTHORITY OF ANY GOVERNMENTAL ENTITY.
(O)
"LIEN" SHALL MEAN ANY PLEDGE, CLAIM, LIEN, CHARGE, ENCUMBRANCE,
OPTION AND SECURITY INTEREST OF ANY KIND OR NATURE WHATSOEVER.
(P)
"MATERIAL ADVERSE EFFECT" SHALL MEAN, WHEN USED IN CONNECTION WITH
AN ENTITY, ANY CHANGE, EVENT, VIOLATION, INACCURACY, CIRCUMSTANCE OR EFFECT (ANY
SUCH ITEM, AN "EFFECT"), THAT IS MATERIALLY ADVERSE TO THE BUSINESS, ASSETS,
FINANCIAL CONDITION OR RESULTS OF OPERATIONS OF SUCH ENTITY TAKEN AS A WHOLE
WITH ITS SUBSIDIARIES; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL ANY OF THE
FOLLOWING, ALONE OR IN COMBINATION, BE DEEMED TO CONSTITUTE, NOR SHALL ANY OF
THE FOLLOWING BE TAKEN INTO ACCOUNT IN DETERMINING WHETHER THERE HAS BEEN, A
MATERIAL ADVERSE EFFECT ON ANY ENTITY:
(I)
ANY EFFECT RESULTING FROM COMPLIANCE WITH THE TERMS AND CONDITIONS
OF THIS AGREEMENT;
(II)
ANY CHANGE IN SUCH ENTITY'S STOCK PRICE OR TRADING VOLUME;
(III)
ANY EFFECT RESULTING FROM ANY FAILURE TO MEET ANY PUBLISHED ANALYST
ESTIMATES OR EXPECTATIONS OF REVENUE, EARNINGS OR OTHER FINANCIAL PERFORMANCE OR
RESULTS OF OPERATIONS FOR ANY PERIOD, IN AND OF ITSELF, OR ANY FAILURE TO MEET
INTERNAL BUDGETS, PLANS OR FORECASTS OF ITS REVENUES, EARNINGS OR OTHER
FINANCIAL PERFORMANCE OR RESULTS OF OPERATIONS, IN AND OF ITSELF (IT BEING
UNDERSTOOD THAT THE FACTS OR OCCURRENCES GIVING RISE OR CONTRIBUTING TO SUCH
FAILURE THAT ARE NOT OTHERWISE EXCLUDED FROM THE DEFINITION OF A MATERIAL
ADVERSE EFFECT MAY BE DEEMED TO CONSTITUTE, OR BE TAKEN INTO ACCOUNT IN
DETERMINING WHETHER THERE HAS BEEN, IS OR WOULD BE A MATERIAL ADVERSE EFFECT);
(IV)
ANY EFFECT THAT RESULTS FROM CHANGES AFFECTING ANY OF THE INDUSTRIES
IN WHICH SUCH ENTITY OPERATES GENERALLY OR THE ECONOMIES OF THE UNITED STATES OR
THE PRC, OR ANY OTHER REGION IN THE WORLD (ONLY TO THE EXTENT SUCH EFFECT DOES
NOT HAVE A SUBSTANTIALLY DISPROPORTIONATE IMPACT ON THE ENTITY RELATIVE TO OTHER
COMPANIES OF COMPARABLE SIZE OR LARGER OPERATING IN THE SAME INDUSTRIES AND
GEOGRAPHIES IN WHICH THE ENTITY OPERATES);
(V)
ANY