Restricted Shares means each outstanding and issued Share that is subject to one or more
vesting conditions.
Revolving Credit Facility means that certain Amended and Restated Credit and Guarantee Agreement, dated as of
August 17, 2022, by and among the Company, certain of the Companys Subsidiaries named therein, Citibank, N.A, and the lenders party thereto.
Securities Act means the Securities Act of 1933, as amended.
Stockholder Litigation means any Proceeding commenced by an actual or purported holder of Shares against a party or any of its
Subsidiaries, Affiliates, directors, or employees relating to, involving or affecting such party or any of its Subsidiaries, Affiliates, directors or employees, in each case, in connection with, arising from or otherwise relating to the transactions
contemplated by this Agreement, including any Proceeding alleging or asserting any misrepresentation or omission in the Proxy Statement or any other communications to the holders of Shares, in each case other than any Proceedings solely among the
Parties or their respective Affiliates, related to this Agreement or the transactions contemplated hereby, including the Merger.
Subsidiary of Parent, the Company or any other Person means any corporation, partnership, joint venture or other legal entity of which
Parent, the Company or such other Person, as the case may be (either alone or through or together with any other Subsidiary), owns, directly or indirectly, a majority of the stock or other equity interests the holders of which are generally entitled
to vote for the election of the board of directors or other governing body of such corporation, partnership, joint venture or other legal entity.
Superior Proposal means a bona fide written Acquisition Proposal (except the references therein to 15% will be replaced
by 50.1%) made by any person or group (other than Parent or any of its Subsidiaries) after the date of this Agreement, that the Company Board has determined in its good faith judgment, after consultation with its outside legal counsel
and with its financial advisors, (a) would result in a transaction that is more favorable to the Companys stockholders, from a financial point of view, than the Merger (after giving effect to all adjustments to the terms thereof which may
be offered by Parent pursuant to Section 5.3(g)) and after taking into account those factors and matters deemed relevant in good faith by the Company Board, which factors may include the (i) identity of the Person
making the proposal, (ii) likelihood of consummation of such transaction in accordance with the terms of such Acquisition Proposal, and (iii) legal, financial, regulatory, timing and other applicable aspects of such Acquisition Proposal;
and (b) is reasonably capable of being consummated.
Tax Return means any report, return (including information return), claim for
refund, declaration or other information or filing 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.
Taxes means (a) any and all taxes, fees, duties, levies, assessments or charges of any kind (together with any and all interest,
penalties and additions thereto, whether disputed or not) imposed by any Governmental Entity, including taxes or other similar charges on or with respect to income, franchises, windfall or other profits, gross receipts, property, capital, sales,
use, transfer, inventory, license, capital stock, payroll, employment, unemployment, social security, workers compensation, severance, escheat, stamp, occupation, premium or net worth, and taxes or other similar charges in the nature of
excise, withholding, ad valorem, value added, estimated taxes, or custom duties, (b) any liability of any other Person in respect of any items described in clause (a) above by (i) reason of being a transferee or successor or pursuant
to Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law) or (ii) Contract or otherwise.
Trademarks means trademarks, service marks, trade names, internet domain names, logos, trade dress, design rights and other similar
designations of source or origin.
Trade Secrets means trade secrets and other rights in
know-how and confidential or proprietary information deriving economic value from the secret nature of the information (including any business plans, designs,
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