Governmental Authorization means any permit, license, certificate,
franchise, permission, variance, clearance, registration, qualification, waiver, exemption, identification number or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to
any Legal Requirement.
Governmental Body means any: (a) multinational or supranational body exercising
legislative, judicial or regulatory powers; (b) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (c) federal, state, provincial, local, municipal, foreign or other
government; (d) instrumentality, subdivision, department, ministry, board, court, administrative agency or commission, or other governmental entity, authority or instrumentality or political subdivision thereof; or (e) quasi-governmental,
professional association or organization or private body exercising any binding or authoritative executive, legislative, judicial, regulatory, taxing, importing or other governmental functions.
Hazardous Materials means any substance, material, chemical, element, compound, mixture, solution, and/or waste listed,
defined, designated, identified, or classified as hazardous, toxic, radioactive, dangerous or other words of similar import, or otherwise regulated, or which can form the basis for liability, whether fixed, contingent or otherwise, under any
Environmental Law, and includes toxic mold, petroleum or any derivative or byproduct thereof, radon, radioactive material, asbestos or asbestos-containing material, urea formaldehyde, foam insulation, per- and
polyfluoroalkyl substances (PFAS), 1,4-dioxane or polychlorinated biphenyls.
HSR
Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
In the Money Option means a
Company Option that is unexpired, unexercised and outstanding immediately prior to the Effective Time and has a per share exercise price for the Company Common Stock subject to such Company Option that is less than the Price Per Share.
Indemnified Persons has the meaning assigned to such term in Section 5.6(a) of the Agreement.
Individual Independent Contractors has the meaning assigned to such term in Section 2.16(c)
of the Agreement.
Information Privacy and Security Laws means all Legal Requirements applicable to the processing,
use, disclosure, collection, privacy, processing, transfer or security of Protected Information by or for the Company.
Information Statement has the meaning assigned to such term in Section 5.1 of the Agreement.
Intellectual Property means any or all of the following: (a) inventions (whether patentable or not), invention
disclosures, improvements, trade secrets, proprietary information, methods, processes, recipes, know-how, materials, chemistries, technical data and customer lists, and all documentation relating to any of the
foregoing; (b) business, technical and know-how information, non-public information, confidential information, databases and data collections; (c) works of
authorship (including Software (whether in source code, object code, firmware or other form)), audio, video, text and other content, interfaces, APIs, architectures, bills of materials, designs, diagrams, documentation, files, layouts, records,
schematics, specifications, integrated circuits, and hardware and software development, maintenance and testing tools; (d) URLs and websites; (e) logos and marks (including brand names, product names, and slogans); and (f) any other
form of technology, whether or not embodied in any tangible medium.
Intellectual Property Rights means all rights of
the following types, which may exist or be created under the Legal Requirements of any jurisdiction in the world: (a) patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals, certificates of invention
and statutory invention registrations, continued prosecution applications, requests for continued examination, reexaminations, continuations and continuations-in-part
thereof (Patents); (b) copyrights (whether registered or not), and registrations and
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