This excerpt taken from the TISA 20-F filed Apr 8, 2008.
Singapore Dollars, S$ means Singapore Dollars.
Hong Kong Dollars, HK$ means Hong Kong Dollars.
Debtors means ACME Solutions Ltd, Asiasoft (S) Pte. Ltd. and Asiasoft System (China) Limited.
Employee means each Person who, immediately prior to Closing, is employed in the Business, whether by the Company or a Subsidiary and is an active employee (with Employees on temporary leave for purposes of jury, national service/military duty or any other temporary leave required or permitted by Law being deemed to be active employees).
Encumbrances means liens, charges, encumbrances, security interests, options or any other restrictions or third party rights.
Equity Securities shall mean shares, options, preferred shares, warrants, and any other securities convertible into shares.
Final Financial Statements means the Financial Statements as defined in Section 4.7(c).
Financial Statements means the (a) balance sheet, (b) income statement, (c) cash flow statement, (d) statement of changes in shareholders equity, and (e) and the notes and schedules thereto, as applicable, as of the date and for the applicable period set forth therein, and consolidated with regard to the Company and the Subsidiaries.
Governmental Authorizations means all licenses, permits, certificates and other authorizations and approvals of any Governmental Entity required under any applicable Law to carry on the Business as currently conducted in the ordinary course or required in order to consummate the transaction contemplated hereunder.
Governmental Entity means any Israeli, Singapore, Hong Kong, Chinese or other local, state, national, federal or other government, including each of their respective branches, departments, agencies, courts, instrumentalities or other subdivisions.
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Indemnified Losses means Buyer Losses or Seller Losses, as the context requires.
Indemnified Party means any of the Indemnified Parties under Article X.
Intellectual Property means the following items of intangible and tangible property: (i) Patents, whether in the form of utility patents or design patents and all pending applications for such patents (including provisional applications) (Patents); (ii) Trademarks, trade names, service marks, designs, logos, trade dress, and trade styles, whether or not registered, and all pending applications for registration of the same (Trademarks); (iii) Copyrights, whether or not registered, and all pending applications for registration of the same (Copyrights); (iv) Know-how, inventions, research records, trade secrets, confidential information, product designs, engineering specifications and drawings, technical information, formulas, customer lists, supplier lists and market analyses (Technical Information); (v) Computer programs, including, without limitation, computer programs embodied in semiconductor chips (Firmware) or otherwise embodied, and related flow-charts, programmer notes, updates and data, whether in object or source code form (Software); and (vi) Semiconductor chip designs, whether or not registered as mask works or topographies (Chip Designs).
Law means any applicable law, statute, ordinance, rule, regulation, code, order, judgment, injunction, decree or judicial or administrative doctrine that is promulgated or issued by any Governmental Entity in any of the jurisdictions in which the Company or any of its Subsidiaries is conducting business on the date of the signing hereof.
Liability means any direct or indirect indebtedness, liability, contest, claim, demand, assessment, action, cause of action, complaint, litigation, damage, deficiency, obligation or responsibility, fixed or unfixed, choate or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise.
Losses means Liabilities, losses, charges, suits, proceedings, interest, penalties and reasonable costs and expenses associated therewith (including reasonable attorneys fees, litigation costs, fines, penalties and expenses of investigation), whether asserted by a party to this Agreement or by a third party, in each case net of any tax benefit or any insurance proceeds paid to or received by the Indemnified Party associated with such Loss; provided, that in no event shall the term Losses include any special, exemplary, incidental or consequential damages (including lost or anticipated revenues or profits relating to the same).
Material Adverse Effect means an effect that is materially adverse to the business, assets, liabilities, properties, condition or results of operations of the Company and the Subsidiaries taken as a whole, other than changes, events or developments arising primarily out of or resulting primarily from: (i) announcement or pendency of the Transaction; (ii) any action taken by any party hereto required or permitted by the terms of the Transaction; or (iii) any changes in accounting requirements or principles or any changes in applicable laws, rules or regulations.
Option means the right granted to the Buyer under the Option Agreement to purchase the Alex Shares.
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PC Holdings Shares means 51 ordinary shares of the Company, constituting 51% of the issued and outstanding share capital of the Company on a fully diluted basis, legally and beneficially owned by P.C. Holdings.
Person means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization.
Securities means the PC Holdings Shares and the Option to purchase the Alex Shares.
Signing Documents means: (a) with respect to Seller, all agreements, documents and instruments, required to be delivered by Seller at Signing, as set forth in Section 3.2; and (b) with respect to Buyer, all agreements, documents and instruments, required to be delivered by Buyer at Signing, as set forth in Section 3.2.
Taxes means all taxes levied or imposed by any Governmental Entity, including but not limited to income, payments to national or governmental insurance, healthcare, gross receipts, windfall profits, value added, severance, production, sales, use, license, excise, franchise, employment, environmental, real property, personal property, transfer, alternative minimum, estimated, withholding or other taxes, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties, whether or not disputed or contested.
Tax Returns means all reports and returns required to be filed with respect to Taxes, including all attachments thereto.
To the knowledge of a person means to that persons knowledge after reasonable investigation.
Transaction means, collectively, the purchase and sale of the Securities contemplated herein and the other transactions contemplated hereby.
U.S. means the United States of America.
US GAAP means generally accepted accounting principles, methods and practices set forth in the statements, opinions, pronouncements and interpretations of the Accounting Principles Board, the American Institute of Certified Public Accountants, the Financial Accounting Standards Board and the US Securities and Exchange Commission or of such other person as may be approved by a significant segment of the U.S. accounting profession, in each case as of the date or period at issue.