Knowledge means (i) with respect to the Company, the actual knowledge, after due inquiry, of those individuals identified on Schedule 1.1(a), and (ii) with respect to Parent, the actual knowledge, after due inquiry, of those individuals identified on Schedule 1.1(b).
Law means any international, national, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation or other similar requirement enacted, adopted, promulgated or applied by a Governmental Entity.
Leased Real Property is defined in Section 3.12(a)(i).
Leases is defined in Section 3.12(a)(ii).
Liability means any debt, loss, damage, claim, fine, penalty, liability or obligation (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, matured or unmatured, determined or determinable, liquidated or unliquidated, or due or to become due, and whether in Contract, tort, strict liability or otherwise).
Lien means, with respect to any property or asset, any mortgage, deed of trust, lien (statutory or other), encumbrance, pledge, charge, security interest, constructive trust, warrant, claim, equitable interest, option, right to income or profits, earn-out, restrictions on transfer, conditional sale or other title retention device or arrangement (including a capital lease), whether contingent, fixed or otherwise.
Material Adverse Effect means any state of facts, development, event, circumstance, condition, occurrence or effect that, individually or taken collectively with all other facts, developments, events, circumstances, conditions, occurrences or effects, has, or would reasonably be expected to have, a material adverse effect on (a) the business, assets, liabilities, financial condition or results of operations of the Company, or (b) the ability of the Company to perform its obligations hereunder and consummate the transactions contemplated hereby, other than in the case of clause (a) above, any change, effect, fact, event or circumstance arising out of or resulting from (i) changes in conditions in the U.S. or global economy or capital or financial markets generally, including changes in interest or exchange rates (so long as the foregoing do not disproportionately affect the Company), (ii) changes in general legal, tax, regulatory, political or business conditions that, in each case, generally affect the geographic regions or industries in which the Company conducts its business (so long as the foregoing do not disproportionately affect the Company), (iii) changes in GAAP, (iv) acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such acts of war, armed hostilities, sabotage or terrorism threatened or underway as of the date of this Agreement (so long as the foregoing do not disproportionately affect the Company), (v) earthquakes, hurricanes, floods, or other natural disasters (so long as the foregoing do not disproportionately affect the Company), (vi) the announcement or pendency of this Agreement and the other transactions contemplated by this Agreement or the consummation of the transactions contemplated by this Agreement, including the impact thereof on relationships, contractual or otherwise, with customers or employees, or (vii) any action taken by the Company at the written request of Parent.
Material Contract is defined in Section 3.14(a).
Merger Consideration is defined in Section 2.3.
Merger Sub is defined in the Preamble.
Option means each issued and outstanding option to purchase shares of Company Capital Stock.
Parent is defined in the Preamble.