Software means all (a) computer programs and other software, including all software implementation of algorithms, models and methodologies, whether in source code, object code, human readable form or other form, including libraries, subroutines and other components thereof, (b) databases, compilations and collections of data, and recorded electronic information, including all data and other information included in such databases, compilations, collections, or records, whether machine readable or otherwise, (c) descriptions, flow charts, architectures, development tools and other materials used to design, plan, organize and develop any of the foregoing, (d) screens, user interfaces, command structures, report formats, firmware, development tools, templates, menus, buttons and icons, and (e) all documentation including development, diagnostic, support, user and training documentation relating to any of the foregoing.
Sons Trust has the meaning specified in the Recitals.
SRO means (1) any self-regulatory organization as defined in Section 3(a)(26) of the Exchange Act and (2) any other United States or foreign securities exchange, futures exchange, commodities exchange, contract market, or similar exchange or market.
Stock Electing Key Stockholder has the meaning specified in Section 5.06.
Stockholders means the stockholders of the Company.
Stockholders Representative has the meaning specified in the Preamble.
Stockholders Representative Engagement Agreement has the meaning specified in Section 13.03.
Stockholders Representative Group has the meaning specified in Section 13.03.
Stockholders Representative Retention Account has the meaning specified in Section 13.02.
Subsequent Effective Time has the meaning specified in Section 2.03(b).
Subsequent Merger has the meaning specified in the Recitals.
Subsidiary means, with respect to any Person, any corporation, partnership, limited liability company or other entity, whether incorporated or unincorporated, of which such first Person directly or indirectly owns or controls a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions.
Surviving Company has the meaning specified in the Recitals.
Takeover Statute has the meaning specified in Section 4.20.
Tax or Taxes means any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, employment, unemployment, disability, property, ad valorem, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, value added, alternative minimum, estimated or other similar tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax) imposed by any Taxing Authority, any penalties, additions to tax, or additional amounts in respect of the foregoing and any interest in respect of the foregoing.
Tax Opinions has the meaning specified in Section 9.03.