(z) Intervening Event means an event, fact, development, circumstance or occurrence (but specifically excluding any Takeover Proposal or Superior Proposal) that improves the business, assets, operations or prospects of the Company or its Subsidiaries and that was not known or reasonably foreseeable to the Special Committee and Company Board as of the date hereof and becomes known to the Special Committee and Company Board after the date of this Agreement.
(aa) Knowledge means, when used with respect to Parent or the Company, the actual knowledge of the Persons set forth in Section 8.1(aa) of the Parent Disclosure Letter or Company Disclosure Letter, respectively.
(bb) Law means any law, statute, ordinance, code, regulation, rule, treaty, convention or other requirement of, or promulgated or enacted by, any Governmental Authority, and any Orders.
(cc) Liens means any mortgages, deeds of trust, licenses, restrictions, lease, sublease, covenant, right of way, easement, encroachment, right, conditional sale, liens, pledges, security interests, claims, options, rights of first offer or refusal, charges or other encumbrances in respect of any property or asset, including any restriction on use, transfer, voting or other exercise of any attributes of ownership.
(dd) Orders means any orders, decisions, judgments, writs, injunctions, decrees, awards or other determination of any Governmental Authority.
(ee) Organizational Documents means the certificate of incorporation and bylaws (or the equivalent organizational documents) executed, adopted or filed in connection with the creation, formation or organization of a Person, including any amendments thereto.
(ff) Owned Intellectual Property means all Intellectual Property owned by either the Company or any of its Subsidiaries.
(gg) Parent Material Adverse Effect means any event, circumstance, development, change or effect that, individually or in the aggregate with all other events, circumstances, developments, changes and effects, would prevent or materially delay the consummation of the Merger.
(hh) Parent Related Parties means (i) Parent, Merger Sub and the Equity Investors, (ii) the former, current and future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders or assignees of Parent, Merger Sub or the Equity Investors or (iii) any former, current or future holders of any equity, partnership or limited liability company interest, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, assignees of any of the foregoing.
(ii) Permitted Lien shall mean (i) any Lien for Taxes, assessments or other governmental charges which are not yet due or which are being contested in good faith by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP, (ii) Liens securing indebtedness or liabilities that are reflected in the Company SEC