change or event referred to in clause (i), (iii), (iv), (v), (vi) or (viii) is to constitute, and is to be taken into account in determining the occurrence of, a Company Material Adverse Effect to the extent such change or event has a disproportionate impact on the Company as compared to other companies that operate in the industries in which the Company operates.
Company Options is defined in the Recitals of this Agreement.
Company Privacy Requirements is defined in Section 4.6(r).
Company Products is defined in Section 4.6(d).
Company Regulatory Representations means those representations and warranties set forth in Section 4.16 (Benefit Plans), and Section 4.17 (Taxes).
Company Released Person is defined in Section 9.11.
Company Sites means Internet websites owned, maintained or operated by the Company.
Consent means any consent, approval, authorization, permission, waiver, clearance, exemption, expiration of any notification requirements or similar affirmation by any Person pursuant to any Contract, Governmental Authorization, Legal Requirement or otherwise.
Constitutive Documents means, with respect to any Person, the charter, articles or certificate of incorporation, organization or formation or such other constitutive documents of such Person, including those that are required to be registered or kept in the place of incorporation, organization or formation of such Person, which establish the legal existence of such Person.
Contract means any contract, agreement, instrument, obligation, covenant, commitment, arrangement, understanding, lease, license, plan, mortgage, indenture, note, loan, bond, debenture, guarantee, insurance policy, concession, franchise, purchase or sales order, bid or other contractual obligation, whether written or oral and whether express or implied, together with all amendments, supplements and other modifications thereto.
Copyrights means copyrightable works (including advertising and promotional materials, Software, compilations of data and website content), and any copyrights therefor (whether registered or unregistered), and including common law and statutory rights therein and therefor, and further including goodwill relating thereto, registrations and renewals thereof and applications for registration therefor.
Current Assets means, as of the Effective Time, the sum of those current Assets of the Company identified on the example calculation of Net Working Capital on Annex D, calculated in accordance with GAAP (excluding in all instances, all Cash and Cash Equivalents).
Current Liabilities means, as of the Effective Time, the sum of those current Liabilities of the Company identified on the example calculation of Net Working Capital on Annex D, calculated in accordance with GAAP.
Damage means any damage, loss, Liability, Tax, royalty, claim, judgment, award, assessment, settlement, disbursement, deficiency, fine, penalty, cost or expense of any nature whatsoever (including any costs of investigation and any defense and reasonable attorneys, consultants and experts fees and expenses), or diminution of value.