DOJ shall mean the U.S. Department of Justice.
Downward Adjustment Amount shall have the meaning set forth in Section 2.6(g).
Effective Time shall have the meaning set forth in Section 2.2.
Employee Program shall mean: (a) an employee benefit plan within the meaning of Section 3(3) of ERISA or any similar plan subject to laws of a jurisdiction outside of the United States; (b) stock option plans, restricted stock, stock purchase plans or other compensatory equity or equity-based, bonus or incentive award plans, severance pay, termination, pension, retirement, supplemental retirement, excess benefit, profit sharing, deferred compensation, retention, transaction, change in control, savings, life, health, disability, accident, medical, dental, vision, cafeteria, insurance, flex spending, adoption/dependent/employee assistance, tuition, vacation, paid-time-off, other welfare fringe benefit and each other compensation and/or benefit plans, programs or arrangements, deferred compensation arrangements or agreements, employment, consulting or other service agreements, executive compensation plans, programs, agreements or arrangements, change in control plans, programs or arrangements, supplemental income arrangements, vacation plans, and all other employee benefit plans, agreements, and arrangements, not described in (a) above; and (c) plans or arrangements providing compensation to current or former employees, consultants and/or non-employee directors.
Employment Agreement shall have the meaning set forth in the Recitals.
Environmental Laws shall mean any Law relating to the protection of the public health or worker health and safety; the protection, restoration, remediation of, or prevention of harm to, the environment or natural resources (including indoor air and climate change), or the use, handling, generation, transport, Release, treatment, storage, disposal or management of Hazardous Materials, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. 6901, et seq., the Toxic Substances Control Act, 15 U.S.C. 2601, et seq., the Occupational Safety and Health Act, 29 U.S.C. 651, et seq., the Clean Air Act, 42 U.S.C. 7401, et seq., the Federal Water Pollution Control Act, 33 U.S.C. 1251, et seq., the Safe Drinking Water Act, 42 U.S.C. 300f, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. 1802, et seq., the Emergency Planning and Community Right to Know Act, 42 U.S.C. 11001, et seq. and all rules and regulations promulgated pursuant thereto or published thereunder.
Equity Incentive Plan shall mean the CB Velocity Holdings, LLC 2016 Equity Incentive Plan, as amended, supplemented or otherwise modified in accordance with its terms and as in effect.
Equity Interests shall mean (a) any shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, (b) any ownership interests in a Person other than a corporation, including equity interests, partnership interests, joint venture interests and beneficial interests and (c) any warrants, options, convertible or exchangeable securities, subscriptions, rights (including any preemptive or similar rights), calls or other rights to purchase or acquire any of the foregoing.
ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended.
ERISA Affiliate of the Company or a Subsidiary thereof shall mean any entity (whether or not incorporated) that, together with the Company and such Subsidiary, is required to be treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.
Escrow Agent shall mean PNC Bank, N.A.