hereof, Cuba, Iran, North Korea, Syria, Venezuela, and the Crimea region); or (c) when required by the U.S. Department of Treasurys Office of Foreign Assets Control, majority-owned or controlled by any of the foregoing.
Sanctions means those trade, economic and financial sanctions laws, regulations, embargoes, and restrictive measures (in each case having the force of law) administered, enacted or enforced from time to time by (a) the United States (including without limitation the Department of Treasurys Office of Foreign Assets Control), (b) the European Union and enforced by its member states, (c) the United Nations, (d) Her Majestys Treasury, (e) the State of Israel or (f) other similar Governmental Entity from time to time.
Section 102 Shares means any Shares that were issued pursuant to Section 102(b) of the Ordinance and at the Effective Time are held by the 102 Trustee.
Section 102 Shares Consideration means the Merger Consideration payable with respect to Section 102 Shares.
Software means all (a) software programs in all forms of expression, including firmware, all versions of source code, object code, assembly language, compiler language, machine code, tools, interfaces, applications, applets, databases, and all other computer instructions, code, and languages, including all error corrections, updates, upgrades, enhancements, translations, modifications, adaptations, derivative works thereto, and other changes or functionality additions thereto; and (b) all designs and design documents (whether detailed or not), technical summaries, specifications and documentation (including flow charts, logic diagrams, white papers, manuals, guides and specifications) associated with the foregoing.
Subsidiary Credit Facility means the Loan Agreement, by and between Epsilor-Electric Fuel Ltd. and Bank Leumi Le-Israel, dated as of August 15, 2019 (together with the ancillary agreements in connection therewith).
Subsidiaries of any party means any corporation, partnership, limited liability company, association, trust or other form of legal entity of which (i) fifty percent (50%) or more of the voting power of the outstanding voting securities or fifty percent (50%) or more of the economic interests are directly or indirectly owned by such party or (ii) such party or any Subsidiary of such party is a general partner.
Systems means all computers, software, databases, hardware, firmware, middleware, servers, workstations, routers, hubs, switches, circuits, networks, databases, data communications and telecommunication lines and all other information technology systems and equipment (including communications equipment, terminals and hook-ups that interface with third-party software or systems), including any outsourced systems and processes reasonably within the Companys control, that are owned, licensed, leased or otherwise used or relied on by the Company or any of its Subsidiaries. Systems include Company Products.
Tax or Taxes means (i) any and all federal, state, local, non-U.S. or other taxes imposed by any Taxing Authority, including all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, gross receipts, severance, environmental, stamp, occupation, premium, and property (real or personal) taxes, including any and all interest, penalties, additions to tax or additional amounts imposed by any Taxing Authority with respect thereto, (ii) any and all liability for the payment of any items described in clause (i) above as a result of being (or ceasing to be) a member of an affiliated, consolidated, combined, unitary or aggregate group (or being included (or being required to be included) in any Tax Return related to such group), including pursuant to Treasury Regulations Section 1.1502-6 (or comparable provision of state, local or non-U.S. Tax law) and (iii) any and all liability for the payment of any amounts described in clause (i) or (ii) above as a result of any express obligation to indemnify any other person, or any successor or transferee liability.