Hazardous Materials
means any substance, material, element, compound,
mixture, solution and/or waste to which exposure is regulated by any Environmental Law, including any toxic waste, pollutant, contaminant, hazardous substance (including toxic mold), toxic substance, hazardous waste, special waste, industrial
substance or petroleum or any derivative or byproduct thereof, radon, radioactive material, asbestos or asbestos-containing material, urea formaldehyde, foam insulation or polychlorinated biphenyls.
HSR Act
means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations
promulgated thereunder.
In the Money Option
means a Company Option that is unexpired, unexercised and outstanding
immediately prior to the Effective Time and has a per share exercise price for the Company Common Stock subject to such Company Option that is less than the Price Per Share.
Indemnified Persons
has the meaning assigned to such term in
Section
5.7(a)
of the Agreement.
Information Privacy and Security Laws
means all applicable Legal Requirements relating to the processing, use,
disclosure, collection, privacy, processing, transfer or security of Protected Information, surveillance, espionage or national security and all regulations promulgated and guidance issued by Governmental Bodies thereunder.
Intellectual Property
means any or all of the following: (a) inventions (whether patentable or not), invention
disclosures, improvements, trade secrets, proprietary information, methods, processes, recipes,
know-how,
materials, chemistries, technical data and customer lists, and all documentation relating to any of the
foregoing; (b) business, technical and
know-how
information,
non-public
information, confidential information, databases and data collections; (c) works of
authorship (including Software (whether in source code, object code, firmware or other form)), interfaces, integrated circuits, photomasks, architectures, designs, diagrams, documentation, files, layouts, records, schematics, specifications, verilog
files, netlists, emulation and simulation reports, IP cores, gate arrays, test vectors and hardware development tools; (d) URLs and websites; (e) logos and marks (including brand names, product names, and slogans); and (f) any other
form of technology, whether or not embodied in any tangible medium.
Intellectual Property Rights
means all rights of
the following types, which may exist or be created under the Legal Requirements of any jurisdiction in the world: (a) patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals, certificates of invention
and statutory invention registrations, continued prosecution applications, requests for continued examination, reexaminations, continuations and
continuations-in-part
thereof (
Patents
); (b) copyrights, and registrations and applications therefor, mask works, whether registered or not, and all other rights corresponding thereto throughout the world including moral and economic rights of
authors and inventors, however denominated; (c) rights in industrial designs and any registrations and applications therefor; (d) trade names, trade dress, slogans, all identifiers of source, fictitious business names (D/B/As), Domain
Names, logos, trademarks and service marks, including all goodwill therein, and any and all common law rights, registrations and applications therefor; (e) rights in trade secrets (including, those trade secrets defined in the Uniform Trade
Secrets Act and under corresponding foreign statutory and common law), business, technical and
know-how
information,
non-public
information, and confidential
information, including all source code, documentation, processes, technology, formulae, customer lists, business and marketing plans, inventions (whether or not patentable) and marketing information and rights to limit the use or disclosure thereof
by any Person; and (f) any other proprietary rights in Intellectual Property or similar or equivalent rights to any of the foregoing.
IRS
means the United States Internal Revenue Service.
IT
System
means any software, hardware, network or systems owned or controlled by or on behalf of any of the
Acquired Companies, including any server, workstation, router, hub, switch, data line, desktop application,
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