Governmental Entity means any U.S. or non-U.S. federal, state, local, municipal or other governmental or quasi-governmental or regulatory (including any stock exchange) authority, agency, court, commission, arbitral body or other entity or self-regulatory organization.
Group means a group within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision, of the Exchange Act.
HYAC means Haymaker Acquisition Corp., a Delaware corporation.
HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
IBC Act means the International Business Companies Act, 2000, as amended.
Immediate Family Member means, with respect to any individual, any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of such individual, or any Person (other than a tenant or an employee) sharing the household of such individual.
Judgment means any judgment, injunction, order or decree of any Governmental Entity.
Knowledge means, with respect to the Company, the actual knowledge as of the date hereof of Leonard Fluxman, Stephen Lazarus or Glen Fusfield, assuming due inquiry of the direct reports of such individuals.
Law means any federal, state, local, foreign, national or supranational statute, law (including common law), act, ordinance, treaty, rule, code, regulation or other binding directive or guidance issued, promulgated or enforced by a Governmental Entity having jurisdiction over a given matter.
Liabilities means, collectively, all obligations, liabilities, commitments, debts, deficiencies, penalties, taxes, fines, claims, losses, costs or expenses and causes of actions of any nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise and whether due or to become due.
Liens means any pledges, liens, charges, mortgages, encumbrances, security interests, preemptive right, right of first offer or refusal, purchase right, transfer restriction, servitude, license, charge, option, warrant or other similar encumbrance or restriction.
Material Adverse Effect means any circumstance, development, effect, change, event, occurrence or state of facts that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, results of operations, assets, Liabilities or financial condition of the Company and its Subsidiaries, taken as a whole; provided, however, that none of the following, and no effect, change, event or occurrence arising out of, or resulting from, the following, shall constitute or be taken into account, individually or in the aggregate, in determining whether a Material Adverse Effect has occurred or may occur: any effect, change, event or occurrence that results from or arises in connection with (i) changes in or conditions generally affecting the industry in which the Company and its Subsidiaries operate, (ii) general economic or regulatory, legislative or political conditions or securities, credit, financial or other capital markets conditions in any jurisdiction, (iii) geopolitical conditions, the outbreak or escalation of hostilities, any acts of war (whether or not declared), sabotage, terrorism or man-made disaster, or any escalation or worsening of any of the foregoing, (iv) natural disaster or any pandemic or epidemic, including COVID-19, (v) any change in GAAP (or authoritative interpretation thereof) after the date hereof, including accounting and financial reporting pronouncements by the SEC and the Financial Accounting Standards Board, or applicable Law, (vi) any change resulting or