Contract means any legally binding agreement, contract, mortgage,
indenture, lease, license, instrument, arrangement, understanding or commitment, whether written or oral.
Data Processing
Obligation means any applicable (a) Law relating to privacy, data protection, or security, (b) Data Processing Policy, or (c) requirement of any self-regulatory organization, industry best practice, industry standard
(including, as applicable, the Payment Card Industry Data Security Standard), or Contract by which the Company or any Company Entity is bound relating to the Processing of Company Data, privacy, data protection, or security, including, in each case
of (a), (b), and (c) in connection with direct marketing or the initiation, transmission, monitoring, interception, recording, or receipt of communications.
Data Processing Policy means each statement, policy, representation or notice of the Company or any Company Entity relating
to the Processing of Company Data, privacy, data protection, or security.
Direct Investment Law means any foreign
direct investment, national security, or similar applicable Law, whether of the United States or another country or territory, including, for the avoidance of doubt, the Statute for Foreign Investment by Foreign Nationals (外國人投資條例).
Dissenting Shares means Company Shares with respect to which holders thereof have duly and validly exercised their right of
dissent in relation to the Merger and in accordance with the provisions of Section 179 of the BVI Act.
Dongguan
Company means Dongguan Cloud Light Technology Limited (东莞云晖光电有限公司), with unified social credit code of 91441900MA51J5PW5W and its registered address at No. 4 Ankang Street, Changan Town, Dongguan City, Guangdong Province, the PRC.
Effect means any event, fact, change, occurrence, action, development or effect.
Employee means any current or former employee, consultant, independent contractor, officer, director or other service
provider of the Company or any Company Entity.
Employee Compensation Expenses means all Employee compensation expenses
and other Liabilities to Employees arising on or prior to the Closing Date, including all salary, wages, commissions, pro-rated bonuses, vacation and other paid time off that has been accrued but unused, and
other accrued but unpaid compensation and benefits of any Employee, but other than any entitlement under applicable Laws. For the avoidance of doubt, payments pursuant to Section 1.3(e) that are triggered as of the
Effective Time, Third Party Expenses, the assumption and conversion or cancellation and substitution of any Unvested Company Options that remain outstanding as of immediately prior to the Effective Time pursuant to
Section 1.3(e)(ii), and the issuance of any Acquiror Options pursuant to Section 1.3(e)(ii) are not Employee Compensation Expenses.
Environmental Law means any Law or Order relating to pollution, protection of the environment or natural resources,
protection of public or occupational health and safety, or to Hazardous Materials, including the manufacture, processing, distribution, use, treatment, storage, disposal, collection, recycling, labeling, packaging, sale, transport or handling of
Hazardous Materials or products containing Hazardous Materials.
Equity Interests means, with respect to any Person,
(a) any share of capital stock, ordinary shares, or other shares of, or other ownership, membership, partnership, joint venture or equity interest in, such Person, (b) any options, warrants, call, subscription or other similar rights of,
or granted by, such Person or any of its Affiliates that are convertible into, or are exercisable or exchangeable for, or giving any Person any right to acquire any such share of capital stock or other ownership, partnership, joint venture or equity
interest, in all cases, whether vested or unvested, (c) any stock appreciation right, phantom stock, interest in the ownership or earnings of such Person or other equity equivalent or equity-based award or right, or (d) any Indebtedness
having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which any holder of securities of such Person may vote.
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