Associated Parties shall mean (a) each Supporting Partys predecessors, successors, executors, administrators, trusts, spouse, heirs and estate; (b) each Supporting Partys past, present and future assigns; (c) each entity that each Supporting Party, as applicable, has the power to bind (by such Supporting Partys acts or signature) or over which such Supporting Party directly or indirectly exercises control; and (d) each entity of which each Supporting Party owns, directly or indirectly, at least a majority of the outstanding equity, beneficial, proprietary, ownership or voting interests.
Claim shall mean all past, present and future Legal Proceedings, disputes, controversies, demands, rights, obligations, damages, liabilities (whether direct or indirect, absolute, accrued, contingent or otherwise), contracts and causes of action of every kind and nature (whether matured or unmatured, absolute or contingent), including any unknown, inchoate, unsuspected or undisclosed claim.
Consent shall mean any consent, approval, authorization, permit or notice.
Expiration Time shall mean the earliest to occur of (a) the Effective Time, and (b) such date and time as the Merger Agreement shall have been terminated validly in accordance with its terms.
Immediate Family shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships.
Permitted Transferee shall mean: (a) with respect to any Person that is an individual, any member of such individuals Immediate Family and/or any trust, partnership, limited liability company, or other similar estate planning vehicle that such individual controls and the beneficiaries of which are only such individual or such individuals Immediate Family, and any other transferee who receives Subject Securities by will or the laws of descent and distribution; and (b) with respect to any other Person, any Affiliate or equityholder of such Person.
Releasees shall mean: (a) Parent; (b) the Group Companies; (c) Parents current and future Affiliates (including First Merger Sub, Second Merger Sub, following the First Merger, the Surviving Corporation, and, following the Second Merger, the Surviving Entity); (d) the respective Representatives of the Persons referred to in clauses (a) through (c) above; and (e) the respective successors and assigns of the Persons identified or otherwise referred to in the foregoing clauses (a) through (d).
Voting Period shall mean the period commencing on (and including) the date of this Agreement and ending on (and including) the Expiration Time.
2. Agreement to Retain the Subject Securities and Cancellation of Certain Securities.
(a) No Transfer of Subject Securities. Each Supporting Party agrees not to, directly or indirectly, at any time during the Voting Period, other than as may be required by a court order or other Legal Requirement or provided in or permitted by the Merger Agreement (including the disclosure schedules thereto), (i) sell, assign, transfer (including by operation of law), pledge, dispose of or otherwise encumber, or otherwise agree to do any of the foregoing in