Intellectual Property means all intellectual property rights in the following: (a) trademarks, service marks, trade dress, logos, slogans, domain names, trade names and corporate names, all applications and registrations for the foregoing, including all renewals of the same, and together with the goodwill associated therewith, (b) patents and patent applications, including divisions, continuations, continuations-in-part and renewal applications, and including renewals, extensions, reexaminations and reissues, (c) confidential information, trade secrets and know-how and (d) copyrightable works of authorship, copyrights, industrial designs and other design rights, and registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof.
Intended Tax Treatment has the meaning set forth in the Recitals.
Joint Proxy Statement/Prospectus has the meaning set forth in Section 6.16.
Judgment means any judgment, order, award, injunction or decree of a Governmental Entity or arbitrator.
Knowledge means the actual knowledge, after reasonable inquiry, of, in the case of the Company and the Company Subsidiaries, the individuals listed in Section 1.1 of the Company Disclosure Letter and, in the case of Parent and the Merger Sub, the individuals listed on Section 1.1 of the Parent Disclosure Letter.
Law means any law, rule, regulation, ordinance, code, Judgment, order, treaty, convention, governmental directive or other legally enforceable requirement, U.S. or non-U.S., of any Governmental Entity, including common law.
Letter of Transmittal has the meaning set forth in Section 3.3(b)(i).
Lien means any mortgage, lien, charge, restriction (including restrictions on transfer), pledge, security interest, option, right of first offer or refusal, preemptive right, lease or sublease, claim, right of any third party, covenant, right of way, easement, encroachment or encumbrance, provided that Lien shall not include any license or any option or other covenant with respect to any Intellectual Property.
LLC Sub has the meaning set forth in the Recitals.
LLC Sub Merger has the meaning set forth in the Recitals.
LLC Sub Merger Agreement has the meaning set forth in Section 2.7.
Maximum Amount has the meaning set forth in Section 6.11(d).
Measurement Date has the meaning set forth in Section 4.2(a).
Merger has the meaning set forth in the Recitals.
Merger Consideration has the meaning set forth in Section 3.1(b)(i).