This excerpt taken from the EBAY 8-K filed Apr 16, 2009.
Company Board Recommendation. Company Board Recommendation shall mean the recommendation of the Company Board as contemplated by Section 2.18 of the Agreement.
Company Certifications. Company Certifications shall mean the certifications and statements relating to the Company SEC Documents required by: (1) Rule 13a-14 or 15d-14 under the Exchange Act; or (2) 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act).
Company Contract. Company Contract shall mean any Contract: (a) to which the Company is a party; (b) by which the Company or any Company IP or any other asset of the Company is bound or under which the Company has any obligation; or (c) under which the Company has any right or interest.
Company Disclosure Schedule. Company Disclosure Schedule shall mean the Company Disclosure Schedule that has been delivered by the Company to Parent on the date of the Agreement.
Company Employee Agreement. Company Employee Agreement shall mean any management, employment, severance, retention, transaction bonus, change in control, consulting, relocation, repatriation or expatriation agreement or other similar Contract between the Company and any Company Associate.
Company Employee Plan. Company Employee Plan shall mean any plan, program, policy, practice or Contract providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits, retirement benefits or other benefits or remuneration of any kind, whether or not in writing and whether or not funded: (a) that is or has been maintained or contributed to, or required to be maintained or contributed to, by the Company for the benefit of any Company Associate; or (b) with respect to which the Company has or may incur or become subject to any liability or obligation; provided, however, that a Company Employee Agreement shall not be considered a Company Employee Plan.
Company IP. Company IP shall mean: (a) all Intellectual Property Rights in or to the Company Services and all Intellectual Property Rights in or to Company Service Software; and (b) all other Intellectual Property Rights and Intellectual Property that are material to the business of the Company as currently conducted with respect to which the Company has (or purports to have) an ownership interest or an exclusive license or similar exclusive right.
Company Material Adverse Effect. Company Material Adverse Effect shall mean any effect, change, event or circumstance (each, an Effect) that, considered together with all other Effects, is materially adverse to or has a material adverse effect on: (a) the business, capitalization, assets, liabilities, financial condition or results of operations of the Company; provided, however, that, in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has occurred, a Company Material Adverse Effect: (i) Effects since the date of the Agreement resulting from conditions generally affecting the industries in which the Company participates, to the extent that such conditions do not have a disproportionate impact on the Company; (ii) Effects since the date of the Agreement resulting from conditions generally affecting the Korean or global economy as a whole, to the extent that such conditions do not have a disproportionate impact on the Company relative to other companies in the industry in which the Company operates; (iii) any adverse impact on the Companys employees, advertisers or customers to the extent directly attributable to the announcement or pendency of the Offer; (iv) any shareholder litigation commenced against the Company since the date of the Agreement and arising from allegations of breach of fiduciary duty of the Companys directors relating to their approval of the Agreement or from allegations of false or misleading public disclosure by the Company with respect to the Agreement; (v) Effects resulting from any change in Legal Requirements or US GAAP since the date of the Agreement, to the extent that such conditions do not have a disproportionate impact on the Company relative to other companies in the industry in which the Company operates; (vi) Effects
resulting from the failure by the Company after the date of the Agreement to meet projections of earnings, revenues or other financial measures (whether such projections were made by the Company or independent third parties), in and of itself; or (vii) Effects resulting from any change in the Companys stock price or trading volume, in and of itself; (b) the ability of the Company to consummate the Share Allocation or any of the other Contemplated Transactions or to perform any of its covenants or obligations under the Agreement; or (c) the ability of Parent or Acquisition Sub: (i) to acquire or pay for Company Securities pursuant to the Offer; or (ii) to consummate the Share Allocation or any of the other Contemplated Transactions or to perform any of its covenants or obligations under the Agreement. Notwithstanding anything to the contrary contained in the previous sentence or elsewhere in the Agreement, any Effect underlying, causing or contributing to: (A) any litigation of the type referred to in clause (iv) of the proviso to clause (a) of the preceding sentence, or (B) any failure or change of the type referred to in clause (vi) or clause (vii) of the proviso to clause (a) of the preceding sentence, in each case may constitute, and shall be taken into account in determining whether there has been or would be, a Company Material Adverse Effect.
Company Options. Company Options shall mean options to purchase Company Shares from the Company (whether granted by the Company, assumed by the Company or otherwise).
Company SEC Documents. Company SEC Documents shall mean all registration statements, proxy statements and other statements, reports, schedules, forms and other documents filed or furnished by the Company with or to, and all Company Certifications filed or furnished by the Company with or to, the SEC, including all amendments thereto.
Company Securities. Company Securities shall mean the Company Shares and the Company ADSs.
Company Service. Company Service shall mean any service, product, search engine or platform or other functionality (whether or not patentable): (a) developed, marketed, provided, offered, licensed, sold, distributed, made or made available by or on behalf of the Company; or (b) currently under development or planned for development by or for the Company (whether or not in collaboration with another Person). However, Company Service shall not include goods and services sold and offered for sale by the Companys customers through the Company Service.
Company Service Software. Company Service Software shall mean any software (regardless of whether such software is owned by the Company or licensed to the Company by a third party) contained, included in, provided, offered, distributed with, or material to the operation of any Company Service. However, Company Service Software shall not include software sold and offered for sale by the Companys customers through the Company Service.
Company Shares. Company Shares shall mean the common shares, par value KRW 100 per share, of the Company.