(pp) GAAP means generally accepted accounting
principles in the United States, consistently applied and as in effect from time to time.
(qq) Governmental Authority means any government, political subdivision, governmental,
administrative, self-regulatory (including applicable stock exchanges) or regulatory entity or body, department, commission, board, agency or instrumentality, or other legislative, executive or judicial governmental entity, and any court, tribunal,
judicial or arbitral body, in each case whether federal, national, state, county, municipal, provincial, local, foreign or multinational.
(rr) Governmental Authorization means any authorizations, approvals, licenses, franchises,
clearances, permits, certificates, waivers, consents, exemptions, variances, expirations and terminations of any waiting period requirements issued by or obtained from, and any notices, filings, registrations, qualifications, declarations and
designations with, a Governmental Authority.
(ss) Group has the meaning as used in
Section 13(d) of the Exchange Act.
(tt) Hazardous Substance means any toxic or hazardous
material, substance or waste, or pollutant or contaminant, defined or regulated under Environmental Laws.
(uu) HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
(vv) Intellectual Property means: (i) all United States and foreign patents and applications
therefor (Patents); (ii) all copyrights, published and unpublished works of authorship, copyright registrations and applications therefor (Copyrights); (iii) trademarks, service marks, trade names,
trade dress rights, corporate names, logos, slogans and similar designation of origin and rights therein, Internet domain names and social media accounts, and registrations and applications for registration thereof, together with all of the goodwill
associated with any of the foregoing (Marks); (iv) rights in Software, trade secrets, confidential information, inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto,
ideas, know-how, methods, formulas, processes, techniques, strategies, data, designs, drawings, specifications, customer and supplier lists and business and marketing plans and proposals; and (v) any
other intellectual property or proprietary rights anywhere in the world, in each case of (i)-(v), together with all registrations, applications, renewals, extensions, continuations, divisions, continuations in part, provisionals, reissues,
reexaminations, or foreign counterparts or equivalents of the foregoing, and all goodwill associated with any of the foregoing.
(ww) Intervening Event means any material change, event, effect, development or circumstance
(including any change in probability or magnitude of circumstances) occurring or becoming known after the date of this Agreement that (i) was not known or reasonably foreseeable to the Company Board on the date of this Agreement (or, if known
by the Company Board, the consequences of which were not known or reasonably foreseeable by the Company Board as of the date of this Agreement) and (ii) does not relate to (A) any Acquisition Proposal or any matter relating thereto,
(B) changes in the stock price of the Company, in and of itself, (C) any breach by the Company of this Agreement, (D) the mere fact, in and of itself, that the Company meets or exceeds any internal or published financial projections
or forecasts for any period ending on or after the date hereof or (E) changes in general economic or geopolitical conditions, or changes in conditions in the global, international or U.S. economy generally.
(xx) Knowledge of the Company, with respect to any matter in question, means the actual knowledge of
the Companys Chief Executive Officer, Chief Financial Officer, General Counsel, Chief Technology Officer, Chief Operating Officer, Senior Vice President of Seller Experience and Senior Vice President of Engineering, in each case after
reasonable inquiry of such individuals direct reports.
(yy) Labor Agreement means any
collective bargaining agreement or other Contract with any labor union, labor organization, or works council.
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