ERISA means the Employee Retirement Income Security Act of 1974, as amended.
ERISA Affiliate has the meaning set forth in Section 3.17(e).
Exchange Act means the Securities Exchange Act of 1934, as amended.
Excluded Shares has the meaning set forth in Section 2.06(b).
Expenses has the meaning set forth in Section 8.03(a).
Expiration Date has the meaning set forth in Section 1.03.
Extension Deadline has the meaning set forth in Section 1.04(b).
Financing has the meaning set forth in Section 4.07(b).
Financing Commitment Letters has the meaning set forth in Section 4.07(b).
Financing Sources has the meaning set forth in Section 4.07(b).
Fully Diluted Shares means all issued and outstanding Shares (including any vested Company RSUs and Company PSUs), together with the aggregate number of Shares that the Company may be required to issue upon conversion, settlement or exercise of all then-outstanding Company Options for which the Company has received notices of exercise or conversion prior to the expiration of the Offer.
GAAP has the meaning set forth in Section 3.06(b).
Governmental Antitrust Body has the meaning set forth in Section 6.02(d)(i).
Governmental Authorization means any: permit, license, certificate, approval, consent, grant, franchise, permission, clearance, registration, qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement.
Governmental Body means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign, international, multinational, supranational or other government; or (c) governmental or quasi-governmental authority of any nature including any governmental division, department, agency, commission, instrumentality, official, ministry, fund, foundation, center, organization, unit or body and any court, arbitrator or other tribunal.
Guarantor has the meaning set forth in the Preamble.
Guaranty has the meaning set forth in the Section 9.17.
Hazardous Materials means any substance, waste or material defined, characterized or regulated as hazardous, acutely hazardous, toxic, a pollutant or a contaminant, or that could reasonably be expected to result in liability, controls or restrictions under any applicable Environmental Law currently in effect, including petroleum, petroleum products, by-products and distillates, pesticides, dioxin, polychlorinated biphenyls, mold, biological hazards, asbestos and asbestos-containing materials.