Subsidiary of any Person, shall mean any corporation, partnership, joint
venture or other legal entity of which such Person (either above or through or together with any other subsidiary), owns, directly or indirectly, more than 50% of the stock or other equity interests, the holders of which are generally entitled to
vote for the election of the board of directors or other governing body of such corporation or other legal entity.
Superior
Proposal shall mean any Alternative Acquisition Proposal (with all percentages in the definition of Alternative Acquisition Proposal increased to fifty percent (50%)) made by a Third Party on terms that the board of directors
of the Company determines in good faith, after consultation with its outside legal counsel and financial advisors and considering such factors as the board of directors of the Company considers to be appropriate, are more favorable to the
Companys stockholders than the transactions contemplated by this Agreement, taking into account all terms and conditions of such transaction (including, as applicable, any changes to the terms of this Agreement committed to by Parent to the
Company in writing in response to such Alternative Acquisition Proposal under the provisions of Section 5.5(c)(ii), any breakup fees, Expense reimbursement provisions and financial terms) and the anticipated timing and
prospects for completion of such transaction, including, as applicable, the prospects for obtaining required regulatory approvals and financing. Reference to this Agreement, in this paragraph shall be deemed to include any proposed
alteration of the terms of this Agreement that are committed to by Parent to the Company in writing pursuant to Section 5.5(c)(iii).
Surviving Corporation shall have the meaning set forth in Section 1.1.
Tail Coverage shall have the meaning set forth in Section 5.6(c).
Tax or Taxes shall mean any and all taxes, charges, fees, customs, levies, duties, tariffs, imposts, and
other assessments, however denominated, imposed by any Governmental Authority, including, without limitation, all income, franchises, windfall, profits, gross receipts, environmental, property, sales, use, value added, goods and services, capital
stock, gains, withholding, payroll, employment, social security, workers compensation, unemployment compensation, disability, registration, alternative or add-on minimum, estimated, net worth, excise,
severance, ad valorem, stamp, transfer, occupation or other taxes, charges, fees, customs, levies, duties, tariffs, imposts, and other assessments of the same or of a similar nature, together with all interest, penalties and additions imposed with
respect to such amounts.
Tax Returns shall mean returns, reports and information statements, including any schedule or
attachment thereto, with respect to Taxes filed or required to be filed with the IRS or any other Governmental Authority or taxing authority, including any claim for refund or amended return.
Termination Date shall have the meaning set forth in Section 7.1(b)(i).
Termination Fee shall have the meaning set forth in Section 7.3(a).
Third Party shall mean any Person or group other than Parent, Merger Sub and their respective Affiliates.
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