“Sanctioned Person” shall mean any Person that is the subject or target of sanctions or restrictions under Sanctions or Export Controls, including: (i) any Person identified on any applicable U.S. or non-U.S. sanctions- or export-related restricted party list, including, the United States’ Specially Designated Nationals and Blocked Persons List, the United States’ Denied Persons List, Entity List or Debarred Parties List, Groups and Entities Subject to Financial Sanctions; (ii) any Person operating, organized, or resident in a Sanctioned Country; or (iii) owned, 50% or more, individually or in the aggregate by, controlled, as relevant and determined under applicable Sanctions, by, or acting on behalf of a Person described in clause (i) or (ii) above.
“Sanctions” means all applicable (i) economic or financial sanctions Laws and regulations of the United States, including, but not limited to, sanctions Laws administered and enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”); and (ii) any similar Laws in any other jurisdiction in which the Company or any of the Company Subsidiaries, or any of their respective agents or Representatives when acting on behalf of the Company or any of the Company Subsidiaries, conduct business.
“SEC” means the United States Securities and Exchange Commission.
“Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Senior Notes” means each of the Company’s (i) 4.375% Senior Notes due 2029 issued pursuant to the 2029 Notes Indenture and (ii) 6.875% Senior Notes due 2032 issued pursuant to the 2032 Notes Indenture.
“Senior Notes Indentures” means (i) the Indenture, dated as of April 6, 2021, among the Company, the guarantors from time to time party thereto and Computershare Trust Company N.A. (“Computershare”) (as successor to Wells Fargo Bank, N.A.), as trustee (as amended, supplemented or otherwise modified prior to the date hereof, the “2029 Notes Indenture”) and (ii) the Indenture, dated as of August 26, 2024, among the Company, the guarantors from time to time party thereto and Computershare, as trustee, (as amended, supplemented or otherwise modified prior to the date hereof, the “2032 Notes Indenture”).
“Software” means any and all computer programs and software, including any and all software implementations of algorithms, models and methodologies, whether in source code, object code or other form.
“Subsidiary” means with respect to any Person, any corporation, limited liability company, partnership or other organization, whether incorporated or unincorporated, of which (a) at least a majority of the outstanding shares of capital stock of, or other equity interests, having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation, limited liability company, partnership or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries, or (b) with respect to a partnership, such Person or any other Subsidiary of such Person is a general partner of such partnership.
“Superior Proposal” means a bona fide, written Acquisition Proposal (with references in the definition thereof to twenty percent (20%) and eighty percent (80%) being deemed to be replaced with references to eighty percent (80%) and twenty percent (20%), respectively) made in writing, after the date hereof, by a third party (other than Parent and Merger Sub), which the Company Board of Directors determines in good faith after consultation with the Company’s outside legal and financial advisors, taking into account all financial, legal, regulatory, financing, conditionality and other aspects of such Acquisition Proposal (a) is reasonably likely to be completed on the terms proposed and (b) taking into account, if applicable, any changes to the terms of this Agreement proposed by Parent pursuant to Section 6.3, is more favorable to the Company Stockholders from a financial point of view than the Merger.
“Takeover Statute” means any “business combination,” “control share acquisition,” “fair price,” “moratorium” or other takeover or anti-takeover statute or similar Law, including Section 203 of the DGCL.
“Tax” or “Taxes” means any and all U.S. federal, state, local and non-U.S. taxes, customs, assessments, levies, duties, tariffs, imposts and other similar charges and fees imposed by any Governmental Entity, including, without limitation, any income (whether on or based upon net income, gross income, earnings or profits, or otherwise), franchise, excess, windfall or other profits, inventory, gross receipts, capital gains, net proceeds, property, sales, use, business, net worth, goods and services, capital stock, wealth, welfare, license, fuel, natural resources, production, payroll, employment, social security, workers’ compensation, unemployment compensation, excise, occupancy, severance, gift, estate, recording, non-resident or other withholding, ad valorem, turnover, lease, user, stamp, transfer, value-added, occupation, premium, environmental, disability, real property, personal property, registration, alternative or add-on minimum, base erosion minimum, or estimated tax, including any interest, penalty, additions to tax and any additional amounts imposed with respect thereto, whether disputed or not.
“Tax Return” means any report, return, statement, certificate, claim for refund, election, estimated Tax filing or declaration filed or required to be filed with any Governmental Entity with respect to Taxes, including any schedule or attachment thereto, and including any amendments thereof.
“Termination Fee” means an amount in cash equal to $260,377,567.
“Trademarks” means all trademarks, service marks, trade names, service names, trade dress, logos, and other identifiers of the source or origin of goods and services, and all statutory, federal, common law, and rights provided by international treaties or conventions, in any of the foregoing, and all goodwill associated with and symbolized by any of the foregoing.
