Data Protection Requirements means all applicable
(i) Data Protection Laws, (ii) all published, posted, and written internal policies and procedures relating to the Companys collection, use, storage, disclosure, or cross-border transfer of Personal Data and (iii) those terms of
any Contracts imposing obligations on the Company or its Subsidiaries with respect to the Companys collection, use, storage, disclosure, or cross-border transfer of Personal Data;
Domain Names means all rights in internet web sites and internet domain names;
Environmental Laws means all Laws, injunctions, Judgments, treaties, codes, orders, decrees, governmental
restrictions or any other requirement of Law protecting the quality of the ambient air, soil, surface water or groundwater, or indoor air, or regulating or imposing liability or standards of care in respect of the use, handling, release (or
threatened release), storage, transport, treatment, management and disposal of, or exposure of Persons to, Materials of Environmental Concern, including those relating to electronic waste recycling, as such are in effect as of the date of this
Agreement and any common law related to such;
Environmental Permits means all permits, licenses,
registrations, approvals and other authorizations required under applicable Environmental Laws;
Equity Award
Exchange Ratio means the quotient (rounded to four decimal places) of (A) the Total Consideration divided by (B) the volume weighted average price of a share of common stock of Parent on the New York Stock Exchange for the
thirty (30) trading days ending with the trading day immediately preceding the Closing Date, based on market information.
ERISA Affiliate means any entity, trade or business that is or was, at the relevant time, together with the
Company or any of its Affiliates, considered a single employer pursuant to Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA or a member of the same controlled group as any of the Acquired
Companies pursuant to Section 4001(a)(14) of ERISA;
Insurance Laws means the Laws applicable to
the business of insurance or the regulation of insurance holding companies, whether U.S. or foreign, and all applicable orders and directives of Governmental Entities;
Insurance Regulator means a Governmental Entity regulating the business of insurance or reinsurance
companies under the Insurance Laws;
Intellectual Property means, all rights, worldwide in any Patents,
Trademarks, Domain Names, Copyrights, Software, Know-How, schematics, blueprints, flow charts, models, strategies, prototypes, techniques, data and database rights, and claims, causes of action, or rights of
recovery arising from or under any of the foregoing an any other intellectual property or proprietary rights of any kind, nature, or description;
Judgment means any judgment, order, stipulation, determinations, writ, decree, award, ruling, decision,
verdict, subpoena, injunction or settlement entered, issued, made or rendered by any Governmental Entity (in each case whether temporary, preliminary or permanent);
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