Takeover Statute means any business combination,
control share acquisition, fair price, moratorium or other takeover or anti-takeover statute or similar Law, including Section 203 of the DGCL, and shall be deemed to include any provision of the Company
Governing Documents that substantially replicates any such anti-takeover statute or similar Law, including Article X of the Company Certificate (or any successor provision).
Tax or Taxes means any and all U.S. federal, state, local and
non-U.S. taxes of any kind whatsoever, imposed by any Governmental Entity, including, without limitation, any income (whether on or based upon net income, gross income, earnings or profits, or otherwise),
franchise, excess, windfall or other profits, inventory, gross receipts, capital gains, net proceeds, property, sales, use, business, net worth, goods and services, capital stock, wealth, welfare, license, fuel, natural resources, production,
payroll, employment, social security, workers compensation, unemployment compensation, excise, occupancy, severance, gift, estate, recording, non-resident or other withholding, ad valorem,
turnover, lease, user, stamp, transfer, value-added, occupation, premium, environmental, disability, real property, personal property, registration, alternative or add-on minimum, base erosion minimum, or
estimated tax, including any interest, penalty, additions to tax and any additional amounts imposed with respect thereto, whether disputed or not.
Tax Return means any report, return, certificate, claim for refund, election, estimated Tax filing or declaration 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.
Technology means any systems, computers, servers, firmware, middleware, Software, websites, applications, databases,
networks, data communications lines hardware, and telecommunications systems, and other data communications, telecommunications, information technology equipment or systems.
Termination Fee means an amount equal to $66,300,000.
Trade Controls means, collectively, Export Controls and Sanctions.
Trademarks means all trademarks, service marks, trade names, service names, trade dress, logos, and other identifiers of
the source or origin of goods and services, and all the goodwill associated therewith.
Treasury Regulations means the
U.S. Treasury regulations promulgated under the Code.
Willful and Material Breach means a material breach that is a
consequence of an act undertaken by the breaching Party or the failure by the breaching Party to take an act it is required to take under this Agreement, with knowledge that the taking of or failure to take such act would, or would reasonably be
expected to, cause a breach of this Agreement.
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