“Indemnified Parties” has the meaning set forth in Section 6.10(a).
“Information Technology” means all software, computer systems (including computers, screens, servers, middleware, workstations, routers, hubs, switches, networks, data communications lines and hardware), network and telecommunications systems hardware and other information technology equipment.
“Intellectual Property” means, collectively, all United States and non-United States intellectual property rights, including all such rights in (a) patents and patent applications, including divisions, continuations, continuations-in-part, extensions, reissues, reexaminations, and any other governmental grant for the protection of inventions or industrial designs (“Patents”); (b) trademarks, service marks, brand names, certification marks, collective marks, d/b/a’s, logos, designs, symbols, trade dress, trade names, Internet domain names, social media handles, whether registered or unregistered, and other indicia of source, quality or origin, including all applications and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby (“Trademarks”); (c) published and unpublished works of authorship in any media (including software, source code, object code, information, data, databases and other compilations of information), copyrights, whether registered or unregistered, therein and thereto, and registrations and applications therefor, including all renewals, extensions, restorations and reversions thereof, and including all derivative, compilation and ancillary rights of every kind, whether now known or hereafter recognized, related to copyrights (“Copyrights”); (d) Trade Secrets; and (e) moral rights, rights of publicity and rights of privacy.
“Intervening Event” means any Effect that (i) is material to the Company, (ii) was unknown to, and not reasonably foreseeable by, the Company Board as of the date of this Agreement, or if known and reasonably foreseeable to the Company Board as of the date of this Agreement, the material consequences of which were not known or reasonably foreseeable to the Company Board as of the date of this Agreement, and (iii) does not involve or relate to (A) an Acquisition Proposal, or (B) (x) any failure by the Group Companies to meet any internal or public projections or forecasts or estimates of revenues or earnings for any period, or (y) any change in the price or trading volume of the Shares or the credit rating or other rating of financial strength of the Company, its Subsidiaries or any of their respective securities (provided, that, for purposes of clause (B), the matters giving rise to or contributing to such events may be deemed to constitute, or be taken into account in determining whether there has been, an Intervening Event, to the extent not otherwise excluded by the definition of Intervening Event).
“IRS” means the United States Internal Revenue Service.
“JPM” has the meaning set forth in Section 4.3(b).
“Knowledge” when used in this Agreement (i) with respect to the Company, means the actual knowledge, after reasonable inquiry of their direct reports, of the Persons listed in Section A(2) of the Company Disclosure Letter and (ii) with respect to Buyer, means the actual knowledge, after reasonable inquiry of their direct reports, of the Persons listed in Section A(3) of the Buyer Disclosure Letter.
“Labor Union” means any labor union, works council or similar employee or labor organization.
“Laws” means any federal, state, local, foreign, international or transnational law, statute, ordinance, common law, rule, regulation, standard, judgment, determination, order, writ, injunction, decree, arbitration award, treaty, agency requirement, authorization, license or permit of any Governmental Entity.
“Leased Real Property” has the meaning set forth in Section 4.12(c).
“Licenses” means any permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity.
“Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, lease, encumbrance, option, put, call, preemptive rights easement, restriction, right of first offer or refusal, hypothecation or other claim in respect of such property or asset.
“Merger” has the meaning set forth in the Recitals to this Agreement.
“Merger Sub” has the meaning set forth in the Preamble to this Agreement.
“Merger Consideration” has the meaning set forth in the Recitals to this Agreement.
“Milan Stock Exchange” means Euronext Milan, any successor stock exchange operated by Borsa Italiana S.p.A. or any successor thereto.
