Designated Representations means the representations and warranties of
Parent contained in: (a) Section 3.2(a), Section 3.2(b), Section 3.2(d), Section 3.9, clause (a)(i) of
Section 3.10, Section 3.11, Section 3.12, Section 3.14 and Section 3.15 of the Agreement; and (b) clause
(a) of Section 3.4 of the Agreement.
DGCL has the meaning assigned to such term
in the recitals to the Agreement.
Disruptive Parent Acquisition Contract means any letter of intent, memorandum of
understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar document or Contract constituting or relating to, or that contemplates or is intended
or would reasonably be expected to result in, a Parent Acquisition Transaction (other than a confidentiality agreement referred to in clause (iv)(B) of Section 4.4(b) of the Agreement) that is expressly
conditioned on the termination of the Agreement.
Disruptive Parent Acquisition Proposal means any offer or proposal to
engage in a Parent Acquisition Transaction and that is expressly conditioned on the termination of the Agreement.
Disruptive
Parent Superior Offer means a bona fide, written Disruptive Parent Acquisition Proposal that: (a) was not obtained or made as a result of a breach of Section 4.4 of the Agreement (or a deemed breach pursuant
to Section 4.4(d) of the Agreement); and (b) is on terms and conditions that Parents board of directors determines in good faith, after having taken into account the advice of an independent financial advisor of nationally
recognized reputation and Parents outside legal counsel and the likelihood and timing of consummation of the Parent Acquisition Transaction contemplated by such Disruptive Parent Acquisition Proposal, to be more favorable from a financial
point of view to Parents stockholders than the Merger. For purposes of the reference to a Disruptive Parent Acquisition Proposal in this definition, all references to 15% and 85% in the definition of
Parent Acquisition Transaction will be deemed to be references to 50%.
DOL means the United
States Department of Labor.
Domain Name means any or all of the following and all worldwide rights in, arising out of,
or associated therewith: domain names, uniform resource locators and other names and locators associated with the internet.
EDGAR has the meaning assigned to such term in Section 2 of the Agreement.
Effective Time has the meaning assigned to such term in Section 1.3 of the Agreement.
Employment Law means any applicable Legal Requirement with respect to employment and employment practices, including those
relating to hiring, promotion, termination, terms and conditions of employment, wages, hours, wage statements, meal and break periods, labor relations, other labor-related matters or arising under labor relations laws, discrimination, equal pay,
overtime, business expense reimbursements, labor relations, paid and unpaid leaves of absence, paid sick leave laws, COVID-19 regulations, work breaks, classification of workers (including exempt and
independent contractor status), occupational health and safety, privacy, fair credit reporting, harassment, retaliation, disability rights and benefits, reasonable accommodation, equal employment, fair employment practices, immigration, visa, work
permits, workers compensation, affirmative action, federal contracting, benefits, child labor, working conditions, wrongful discharge or violation of personal rights, social benefits contributions, severance pay, WARN, leaves of absences and
unemployment insurance.
Encumbrance means any lien (statutory or other), pledge or other deposit arrangement,
hypothecation, charge, assessment, collateral assignment, mortgage, deed of trust, easement, encroachment, imperfection of title, title exception, title defect, title retention, right of possession, lease, tenancy license, security interest,
security arrangement or security agreement, executory seizure, attachment, garnishment, encumbrance (including any exception, reservation or limitation, right of way, and the like), conditional sale, interference, option to purchase,
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