sales, use, ad valorem, value
added, franchise, bank shares, withholding, payroll, employment, excise,
property, deed, stamp, alternative or add-on minimum, environmental (including
taxes under Code §59A), profits, windfall profits, transaction, license, lease,
service, service use, occupation, severance, energy, unemployment, social
security, workers' compensation, capital, premium, and other taxes, assessments,
customs, duties, fees, levies, or other governmental charges of any nature
whatever, whether disputed or not, together with any interest, penalties,
additions to tax, or additional amounts with respect thereto.
"Tax Returns" means any return, declaration, report, claim for refund, or
information return or statement relating to Taxes, including any schedule or
attachment thereto, and including any amendment thereof.
"Taxing Authority" means any Governmental Authority having jurisdiction with
respect to any Tax.
"Trading Day" means any day on which the NASDAQ Stock Market is open for
trading.
"$" means United States dollars.
10.3 Index of Other Defined Terms. In addition to those terms defined above, the
following terms, in their capitalized forms, shall have the respective meanings
given thereto in the sections indicated below:
59
Defined Term
Section
"Agreement"
Preamble
"Cancelable Common Share"
2.1(a)(i)
"Cancelable Convertible Debenture"
2.1(a)(ii)
"Cancelable Securities"
2.2(a)
"Certificate of Merger"
1.1
"Closing"
1.2
"Closing Date"
1.2
"Closing Lockdown Date"
7.2(e)
"Code"
Recitals
"Company"
Preamble
"Company Benefit Plan"
4.21(a)
"Company Common Stock"
2.1(a)(i)
"Company Disclosure Schedule"
Art. IV Intro
"Company Foreign Plans"
4.21(r)
"Company In-Bound License"
4.18(b)
"Company Intellectual Property"
4.18(e)
"Company Lease"
4.17(c)
"Company-Leased Real Property"
4.17(a)
"Company Material Contracts"
4.19(b)
"Company Minor Contracts"
4.19(e)
"Company Out-Bound Licenses"
4.18(c)
"Company-Owned Intellectual Property"
4.18(a)
"Company-Owned Real Property"
4.17(a)
"Company-Owned Software"
4.18(i)
"Company Pension Plan"
4.21(b)
"Company Permits"
4.7
"Company Principal Stockholder"
Preamble
"Company Receivables"
4.9
"Company Registered Intellectual Property"
4.18(f)
"Company Securityholders"
7.2(b)
"Company Stockholder"
2.1
"Constituent Corporations"
1.1
"Delaware Secretary of State"
1.2
"DGCL"
Recitals
"Dissentable Shares"
2.3(a)
"Dissenting Holder"
2.3(a)
"Dissenting Shares"
2.3(a)
"Effective Time"
1.2
"Exchange Agent"
2.2(a)
"Exchange Fund"
2.2(a)
"Exchange Ratio"
2.1(a)(i)
"Indemnified Parties"
7.15(a)
"Merger"
1.1
60
"Merger Securities"
2.2(a)
"Merger Sub"
Preamble
"Merger Sub Common Stock"
2.1(a)(iii)
"Merger Sub Preferred Stock"
5.4(b)
"Most Recent Company Balance Sheet"
4.8(a)
"Most Recent Company Cash Flow Statement"
4.8(a)
"Most Recent Company Financial Statements"
4.8(a)
"Most Recent Company Income Statement"
4.8(a)
"Most Recent Company Statement of Stockholders' Equity"
4.8(a)
"Offering Memorandum"
7.3(d)
"Parent"
Preamble
"Parent Common Stock"
Recitals
"Parent Common Stock Redemption"
7.2(e)
"Parent Disclosure Schedule"
Art. V Intro
"Parent Preferred Stock"
5.4(a)
"Parent Representatives
7.3(e)
"Parent SEC Reports"
5.7(a)
"Parent Stock-Split"
7.3(f)(i)(B)
"Party" / "Parties"
Preamble
"Pre-Closing Company Standstill Commitment"
7.2(e)
"Required Company Consents"
4.6(a)
"Resale Registration Statement"
7.14(a)
"Surviving Corporation"
1.1
"Terminating Parent Breach"
9.1(c)(ii)
"Terminating Company Breach"
9.1(b)(v)
"Transactions"
Recitals
"Voting and Lock-Up Agreement"
Recitals
"WARN Act"
4.22(d)
10.4 Interpretation.
(a) The meaning assigned to each term defined herein shall be equally applicable
to both the singular and the plural forms of such term and vice versa, and words
denoting either gender shall include both genders as the context requires. Where
a word or phrase is defined herein, each of