This excerpt taken from the EBAY 8-K filed Apr 16, 2009.
Materials of Environmental Concern. Materials of Environmental Concern include chemicals, pollutants, contaminants, wastes, toxic substances, petroleum and petroleum products and any other substance that is now or hereafter regulated by any Environmental Law.
Order. Order shall mean any order, writ, injunction, judgment or decree.
Parent Designees. Parent Designees shall mean the individuals identified by Parent prior to the date of the Company Shareholders Meeting as its designees for election to the Company Board.
Person. Person shall mean any individual, Entity or Governmental Body.
Personal Data. Personal Data shall mean, to the extent applicable, a natural persons name, street address, telephone number, e-mail address, photograph, social security number or tax identification number, drivers license number, passport number, credit card number, bank information or customer or account number, or any other piece of information that allows the identification of a natural person, or any information associated with any of the foregoing.
Prior Confidentiality Agreements. Prior Confidentiality Agreements shall mean that certain Mutual Nondisclosure Agreement dated January 24, 2006 between Parent and the Company, that certain Mutual Nondisclosure Agreement dated December 13, 2006 between Parent and Interpark Corporation.
Registered IP. Registered IP shall mean all Intellectual Property Rights that are registered, filed or issued with, by or under the authority of any Governmental Body, including all patents, registered copyrights, registered mask works and registered trademarks and all applications for any of the foregoing.
Representatives. Representatives shall mean directors, officers, other employees, agents, attorneys, accountants, advisors and representatives.
Required Approval. Required Approval shall mean any Consent or filing: (a) identified in Part 2.19 of the Company Disclosure Schedule (unless clearly identified therein as not being a Required Approval); (b) required in connection with any of the Contemplated Transactions under the Korean Monopoly Regulation and Fair Trade Act; (c) required pursuant to the terms of any Significant Contact entered into during the Pre-Closing Period; and (d) that is otherwise material to the Company or to the consummation of any of the Contemplated Transactions in accordance with the terms and subject to the conditions of the Agreement.
Sarbanes-Oxley Act. Sarbanes-Oxley Act shall mean the Sarbanes-Oxley Act of 2002, as it may be amended from time to time.
SEC. SEC shall mean the United States Securities and Exchange Commission.
Securities Act. Securities Act shall mean the Securities Act of 1933, as amended.
Shareholders Agreement. Shareholders Agreement shall mean that certain Shareholders Agreement, dated as of June 12, 2006, among A. Bohl Praktijk B.V., Yahoo! Inc., Yahoo! Korea Corporation, Interpark Corporation and the Company.
Special Committee. Special Committee shall mean the special committee of independent directors of the Company established in connection with the Contemplated Transactions.
Special Committee Recommendation. Special Committee Recommendation shall mean the unanimous recommendation of the Special Committee as contemplated by Section 2.18 of the Agreement.
Specified Voting Proposal. Specified Voting Proposal shall mean the Voting Proposal identified in item 7 on Schedule 5.6 to the Agreement.
Specified Waiver. Specified Waiver shall mean that certain Waiver executed by the Company and Interpark Corporation in connection with the Offer with respect to Sections 2.1 and 5.1 of the Shareholders Agreement.
Subsidiary. An Entity shall be deemed to be a Subsidiary of another Person if such Person directly or indirectly owns or purports to own, beneficially or of record: (a) an amount of voting securities of or other interests in such Entity that is sufficient to enable such Person to elect at least a majority of the members of such Entitys board of directors or other governing body; or (b) at least 50% of the outstanding equity, voting or financial interests in such Entity.
Superior Offer. Superior Offer shall mean an unsolicited bona fide written Acquisition Proposal (except that references to 20% in the definition of Acquisition Proposal shall be replaced by 50% for purposes of this definition) by a third party, that: (a) was not obtained or made as a direct or indirect result of a breach of this Agreement; (b) is not subject to a financing contingency; (c) would reasonably be expected to be completed on the terms proposed; and (d) is on terms and conditions that the Company Board determines, in its reasonable, good faith judgment, after obtaining and taking into account the advice of its independent financial advisor and its outside legal counsel, to be more favorable from a financial point of view to the holders of Company Securities than the Offer (including the terms of any proposal by Parent to modify the terms of the Contemplated Transactions).
Tax. Tax shall mean any domestic or foreign tax (including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, estimated tax, unemployment tax, national health insurance tax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, business tax, profits tax, alternative minimum tax, environmental tax, capital stock tax, severance tax, occupation tax, windfall profits tax, social security tax, disability tax, withholding tax or payroll tax), levy, assessment, tariff or duty (including any customs duty) and any related charge or amount (including any fine, penalty, interest or inflation linkage), imposed, assessed or collected by or under the authority of any Governmental Body.
Tax Return. Tax Return shall mean any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information, and any amendment or supplement to any of the foregoing, filed with or submitted to, or required to be filed with or submitted to, any Governmental Body relating to any Taxes.
US GAAP. US GAAP shall mean generally accepted accounting principles in the United States.