“Software” means computer software, including source code and object code, firmware, operating systems, user interfaces, application programming interfaces, virtualization environments, algorithms, subroutines, APIs, tools, platforms, plug-ins, modules, apps, databases, metadata and data, templates and formulas, libraries, and specifications, together with associated documentation and instructions.
“Specified Company Reports” means the Company 10-K, all Quarterly Reports on Form 10-Q and all Current Reports on Form 8-K filed with, or furnished to, the SEC by the Company after the filing date of the Company 10-K and prior to the date of this Agreement.
“Specified Required Regulatory Approvals” has the meaning set forth on Section 6.03(f) of the Company Disclosure Letter.
“Subject Shares” means the issued and outstanding Shares of the Company excluding Shares held by (i) Parent and its Subsidiaries and (ii) the Recused Directors.
“Subsidiary” of any Person means any corporation, partnership, limited liability company, joint venture or other legal entity of which such Person (either directly or through or together with another Subsidiary of such Person) owns more than 50% of the voting stock, equity interests or general partnership interests of such corporation, partnership, limited liability company, joint venture or other legal entity, as the case may be.
“Subsidiary Stock Rights” shall mean any options, warrants, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by the Company or any Subsidiary of the Company obligating the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity interests of, or options, warrants, convertible securities, subscriptions or other equity interests in, any Subsidiary of the Company.
“Superior Proposal” means any Takeover Proposal that the Company Board of Directors, including any committee thereof, determines in good faith, after consultation with its outside financial advisor and outside counsel, and considering all legal, financial, financing and regulatory aspects of the proposal, the identity of the Person(s) making the proposal and the likelihood of the proposal being consummated in accordance with its terms, that if consummated, would result in a transaction that is (a) more favorable to the Company Stockholders from a financial point of view than the transactions contemplated by this Agreement and (b) reasonably likely to be completed, taking into account any regulatory, financing or approval requirements (including the anticipated timing thereof) and any other aspects considered relevant by the Company Board of Directors, or any committee thereof (in each case, after taking into account any amendments to the terms of this Agreement proposed by Parent pursuant to Section 6.06(d)(ii) of this Agreement); provided, that for the purposes of the definition of “Superior Proposal,” all references in the term Takeover Proposal to “20% or more” shall be deemed to be references to “more than 50%”.
“Surviving Corporation” means the corporation surviving the Merger.
“Systems” means all software, hardware, firmware, networks, databases, electronics, routers, switches, platforms, servers, interfaces, applications, websites, information technology systems and services that are owned, leased or licensed by the Company or any of its Subsidiaries.
“Takeover Proposal” means any bona fide, written proposal or offer from any Third Party relating to (a) any direct or indirect acquisition or purchase, in a single transaction or a series of transactions, of (i) 20% or more of the issued and outstanding shares of Company Common Stock or (ii) 20% or more (based on the fair market value thereof, as determined in good faith by the Company Board of Directors) of the assets (including capital stock or other equity interests of the Subsidiaries of the Company) of the Company and its Subsidiaries, taken as a whole (including through reinsurance or retrocession), or (iii) 20% or more of the revenues or net income of the Company and its Subsidiaries, taken as a whole, (b) any tender offer or exchange offer or other transaction that, if consummated, would result in any Third Party owning, directly or indirectly, 20% or more of the issued and outstanding shares of Company Common Stock or (c) any merger, consolidation, business combination, recapitalization, liquidation, dissolution, binding share exchange or similar transaction involving the Company pursuant to which any Third Party (or the stockholders of any Third Party) would own, directly or indirectly, 20% or more of any class of capital stock or other equity securities of the Company or of the surviving entity in a merger or the resulting direct or indirect parent of the Company or such surviving entity, other than, in each case, the transactions contemplated by this Agreement.
