Intellectual Property Rights means all intellectual property rights, whether registered or unregistered, of every kind and description throughout the world, including rights in and to (i) patents, patent applications, invention disclosures and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions and extensions thereof (Patents); (ii) trademarks, service marks, trade names, domain names, social media accounts, logos, slogans, trade dress, design rights and other similar designations of source or origin, together with the goodwill associated with any of the foregoing (Trademarks); (iii) copyrights and copyrightable subject matter, including moral rights (Copyrights); (iv) rights in Software (whether in source code, object code or other form), algorithms, databases, works or other materials, manuals, compilations and data; (v) trade secrets and all other confidential and proprietary information, ideas, know-how, marketing and technical information, product specifications, compositions, inventions, processes, formulae, models and methodologies, whether or not patentable; (vi) all rights in the foregoing and in other similar intangible assets; and (vii) all applications and registrations for the foregoing.
IT Systems means all Software, firmware, hardware (including computers, servers, databases, peripheral devices and telecommunications devices), networks, interfaces, platforms and related systems, in each case, whether owned, leased, licensed or used by the Company or any of the Company Subsidiaries.
Knowledge means, with respect to any matter in question, (i) in the case of the Knowledge of the Company, the actual knowledge of the acting Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the Chief Revenue Officer, the Chief Technology Officer, the Chief Product Officer and the Chief Accounting Officer, and (ii) in the case of the Knowledge of Parent and Merger Sub, the actual knowledge of Gordon A. Davies and Madhu Ranganathan, in each case, after reasonable inquiry. With respect to matters involving Intellectual Property Rights, Knowledge does not require the Company, any Company Subsidiary or any of the foregoing natural persons to have conducted or obtained any freedom-to-operate opinions or similar opinions of counsel or any Patent, Trademark, or other Intellectual Property Right clearance searches.
Liens means any pledge, lien, easement, right-of-way, encroachment, restriction, charge, mortgage, encumbrance, right of first refusal, preemptive right, transfer restriction, security interest or other right or restriction of any nature.
NASDAQ means The NASDAQ Stock Market LLC.
Off-the-Shelf Software means any Software that is commercially available on standard terms in object code form or as software-as-a-service.
Open Source Software means any Software that is licensed, distributed or conveyed as open source software, free software, copyleft, or under a contract that requires as a condition of its use, modification or distribution that it, or other Software into which such Software is incorporated, integrated or with which such Software is combined or distributed or that is derived from or linked to such Software, be disclosed or distributed in source code form, delivered at no charge or be licensed, distributed or conveyed under some or all of the terms of such contract, including under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (i) GNUs General Public License (GPL) or Lesser/Library GPL (LGPL); (ii) the Artistic License (e.g., PERL); (iii) the Mozilla Public License; (iv) the Netscape Public License; (v) the Sun Community Source License (SCSL); (vi) the Sun Industry Standards License (SISL); (vii) the BSD License; and (viii) the Apache License.
Parent Material Adverse Effect means, with respect to Parent or Merger Sub, any fact, circumstance, occurrence, effect, change, event or development that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to consummate the Offer and the Merger on or before the End Date.
Parent Related Parties means, collectively, Parent, Merger Sub and their respective Affiliates, or any of their or their Affiliates respective, direct or indirect, former, current or future general or limited partners,