This excerpt taken from the RVBD 8-K filed Feb 20, 2009.
Escrow Agent. Escrow Agent shall mean U.S. Bank, N.A.
Escrow Agreement. Escrow Agreement shall mean the escrow agreement to be entered into among Parent, the Stockholders Agent and the Escrow Agent on the Closing Date, substantially in the form previously agreed to by Parent and the Company.
Escrow Fund. Escrow Fund shall mean the escrow fund established pursuant to the Escrow Agreement.
GAAP. GAAP shall mean generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, that are applicable to the circumstances of the date of determination, consistently applied.
Governmental Authorization. Governmental Authorization shall mean any: (a) permit, license, certificate, franchise, permission, clearance, registration, qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement; or (b) right under any Contract with any Governmental Body.
Governmental Body. Governmental Body shall mean any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, unit, body or Entity and any court or other tribunal).
Indemnitees. Indemnitees shall mean the following Persons: (a) Parent; (b) Parents current and future affiliates (including Merger Sub and, following the Merger, the Surviving Corporation); (c) the respective Representatives of the Persons referred to in clauses (a) and (b) above; and (d) the respective successors and assigns of the Persons referred to in clauses (a), (b) and (c) above; provided, however, that the Effective Time Holders shall not be deemed to be Indemnitees.
Information Statement. Information Statement shall mean a statement prepared by the Company and relating to the vote by the stockholders of the Company on the adoption of the Agreement and the approval of the Certificate Amendment and the other transactions contemplated by the Agreement.
Intellectual Property. Intellectual Property shall mean sales methodologies and processes, training protocols and similar methods and processes, algorithms, APIs, apparatus, circuit designs and assemblies, gate arrays, net lists, test vectors, databases, data collections, diagrams, formulae, inventions (whether or not patentable), know-how, logos, marks (including brand names, product names, logos, and slogans), methods, network configurations and architectures, processes, proprietary information, protocols, schematics, specifications, software, software code (in any form, including source code and executable or object code), subroutines, techniques, user interfaces, URLs, web sites, works of authorship and other forms of technology (whether or not embodied in any tangible form and including all available tangible embodiments of the foregoing, such as instruction manuals, laboratory notebooks, prototypes, samples, studies and summaries).
Intellectual Property Rights. Intellectual Property Rights shall mean all rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights and moral rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights in Intellectual Property; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) above.
Knowledge. An individual shall be deemed to have Knowledge of a particular fact or other matter if: (a) such individual is actually aware of such fact or other matter; or (b) a prudent individual, after reasonable investigation, should have known such fact or other matter. The Company shall be deemed to have Knowledge of a particular fact or other matter if any executive officer or director of the Company or any other Person identified on Annex I to this Exhibit A has Knowledge of such fact or other matter.
Legal Proceeding. Legal Proceeding shall mean any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, audit or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Body or any arbitrator or arbitration panel.
Legal Requirement. Legal Requirement shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body.
Liability. Liability shall mean any debt, obligation, duty or liability of any nature (including any unknown, undisclosed, unmatured, unaccrued, unasserted, contingent, indirect, conditional, implied, vicarious, derivative, joint, several or secondary liability), regardless of whether such debt, obligation, duty or liability would be required to be disclosed on a balance sheet prepared in accordance with GAAP and regardless of whether such debt, obligation, duty or liability is immediately due and payable.
Made Available. Any statement in the Agreement to the effect that any information, document or other material has been Made Available shall mean that: (a) such information, document or material was made available by the Company for review by Parent or Parents Representatives for a reasonable period of time prior to the execution of the Agreement in the virtual data room maintained by the Company with RR Donnelley in connection with the transactions contemplated by the Agreement (it being understood that a document that was only made available for review in the virtual data room in the two days prior to the execution of the Agreement shall only be deemed to have been made available for a reasonable period of time if the Company shall have promptly notified Parent or its outside legal counsel that such document was uploaded into the virtual data room); and (b) Parent and Parents Representatives had access to such information, document or material throughout such period of time.
Maple Incentive Bonus Plan. Maple Incentive Bonus Plan shall mean an incentive bonus plan to be prepared by Parent during the Pre-Closing Period and having the terms described on Schedule 5.5(b).
Material Adverse Effect. Material Adverse Effect shall mean any change, event, effect, claim, circumstance or matter (each, an Effect) that (considered together with all other Effects) is, or would reasonably be expected to be or to become, materially adverse to: (a) the business, condition, assets
(taken as a whole), capitalization, operations, results of operations, financial performance or prospects of the Company; (b) Parents right to own, or to receive dividends or other distributions with respect to, the stock of the Surviving Corporation; or (c) the ability of the Company to perform any of its or his material covenants or obligations under this Agreement; provided however, that: (i) an Effect that has been cured in all respects shall not constitute a Material Adverse Effect; and (ii) in no event shall any Effects resulting from any changes in laws (to the extent that such changes do not have a disproportionate impact on the Company) be deemed to constitute a Material Adverse Effect.
Merger Consideration. Merger Consideration shall mean the cash consideration that a holder of shares of Company Capital Stock who does not perfect his, her or its appraisal rights under the DGCL is entitled to receive in exchange for such shares of Company Capital Stock pursuant to Section 1.5.
Non-Dissenting Stockholder. Non-Dissenting Stockholder shall mean each stockholder of the Company that does not perfect such stockholders appraisal rights under the DGCL and is otherwise entitled to receive consideration pursuant to Section 1.5.
Open Source Code. Open Source Code shall mean any software code that is distributed as free software or open source software or is otherwise distributed publicly in source code form under terms that permit modification and redistribution of such software. Open Source Code includes software code that is licensed under the GNU General Public License, GNU Lesser General Public License, Mozilla License, Common Public License, Apache License, BSD License, Artistic License, or Sun Community Source License.
Parent Common Stock. Parent Common Stock shall mean the common stock, par value $0.0001 per share, of Parent.
Person. Person shall mean any individual, Entity or Governmental Body.
Personal Data. Personal Data shall mean a natural persons name, street address, telephone number, e-mail address, photograph, social security number, drivers license number, passport number, or customer or account number, or any other piece of information that allows the identification of a natural person.