Class A Units means the Class A Seller Units.
Closing Cash Consideration means (i) $1,330,000,000, plus (ii) the Working Capital Overage, if any, minus (iii) the Net Indebtedness, minus (iv) the Working Capital Underage, if any, minus (v) the Escrow Amount.
Code means the U.S. Internal Revenue Code of 1986, as amended.
Company Content means any Content that has been distributed, displayed, public performed, disseminated, licensed, hosted or otherwise made available, directly or indirectly, by any Company or its Subsidiaries or their distributors, licensees or other partners on behalf of any Company or its Subsidiaries.
Company Employee means any current or former manager, officer, employee, advisor, director or independent contractor of any Company or any Subsidiary of any Company.
Company Intellectual Property means (i) all Technology and Intellectual Property Rights in the Company Products, and (ii) all Owned Intellectual Property.
Company Products means all products and services that have been or are as of the date hereof provided, marketed, distributed, sold or licensed, including any such products and services that involve Company Content, by or on behalf of any Company or its Subsidiaries since its inception, including, without limitation, all educational or instructional courses or materials, and any such other products services or offering of any Company and any of the foregoing that any Company or any Subsidiary of any Company currently intends during the 12-month period after the date hereof to provide, market, distribute, sell or license.
Company Systems means the software, computer hardware, servers, systems, networks and workstations that are owned by any Company or any Subsidiary of any Company or used in the design, development, production, distribution, testing, provision, maintenance or support of any Company Product.
Confidentiality Agreement means the Confidentiality Agreement dated December 10, 2019, between the Buyer and the Seller.
Content means any text, written, audio, visual or audiovisual works, materials, artistic or creative works, or content, in any form or media.
Contract means any contract, agreement or binding arrangement or understanding.
control, including the terms controlled by and under common control with, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, as general partner or managing member, by Contract or otherwise, including the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors, board of managers or similar body governing the affairs of such Person.