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the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person (as defined above), other than the General Atlantic Limited Partners and their respective Affiliates and Permitted Transferees or any Affiliate of an Entity, becomes the beneficial owner (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the voting interests of an Entity, and such Entity receives consideration in such transaction in cash and/or Marketable Securities;
provided, that a Change of Control shall not be deemed to occur unless the event giving rise to the Change of Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Internal Revenue Code of 1986, as amended, and any Treasury Regulations promulgated thereunder.
Confidential Information means all proprietary and other information relating to the business and operations of the Company and its affiliates, which has not been specifically designated for release to the public by an authorized representative of the Company or one of its affiliates, including, but not limited to the following: (i) information, observations, procedures and data concerning the business or affairs of the Company or any of its affiliates; (ii) products or services; (iii) costs and pricing structures; (iv) analyses; (v) drawings, photographs and reports; (vi) computer software, including operating systems, applications and program listings; (vii) flow charts, manuals and documentation; (viii) data bases; (ix) accounting and business methods; (x) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice; (xi) customers, vendors, suppliers and customer, vendor and supplier lists; (xii) business goals, plans, techniques and strategies; (xiii) other copyrightable works; (xiv) all production methods, processes, technology and trade secrets; and (xv) all similar and related information in whatever form. Confidential Information also includes any information that the Company or any of its affiliates have received, or may receive hereafter, belonging to customers or other third parties with any understanding, express or implied, that the information would not be disclosed. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date you propose to disclose or use such information (through no wrongful act of your own). Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.
Disability means your inability, due to physical or mental illness or disability, to perform the essential functions of your employment with your employer, even with reasonable accommodation that does not impose an undue hardship on the employer, for more than 60 consecutive days, or for any 90 days within any one-year period, unless a longer period is required by federal or state law, in which case such longer period will be applicable. The Company reserves the right, in good faith, to make the determination of Disability under this Plan based on information supplied by your and/or your medical personnel, as well as information from medical personnel selected by the employer or its insurers.
Employee means an officer, director, manager, employee, consultant, advisor or independent contractor (or prospective officer, director, manager, employee, consultant, advisor or independent contractor who has accepted an offer of employment or consultancy from the Company or its affiliates) providing services to the Company or its affiliates, who is designated as a participant in the Plan by the Board.