IRS means the Internal Revenue Service of the United States.
ITA means the Israeli Tax Authorities.
IT Systems means the information and communications technologies used by a Party or any of its Subsidiaries, including hardware, software and networks.
Key Employee means each of Dom Serafino, Domenic DiSisto, Domenic Della Penna, Søren Maor Sinay, Bill Kelley, Anna Georgiadis, Yoni Iger, Boris Vaynberg, Glenn Normoyle, Melissa Kang, and Sean Carr.
Knowledge of Radiant means the actual knowledge of any of Ryan Rhodes, Mark Hair and Gabriele Zingaretti after due inquiry by each such individual of each such individuals direct reports.
Knowledge of the Company means the actual knowledge of any of Dom Serafino, Domenic DiSisto, or Domenic Della Penna after due inquiry by each such individual of each such individuals direct reports.
Law or Laws means any federal, state, local, municipal, foreign (including foreign political subdivisions) and including the laws of the State of Israel, or other law, Order, statute, constitution, principle of common law or equity, resolution, ordinance, code, writ, edict, decree, directive, consent, approval, concession, franchise, permit, rule, regulation, judicial or administrative ruling, franchise, license, judgment, injunction, treaty, convention or other governmental certification, authorization or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority, and the term applicable with respect to such Laws and in the context that refers to one or more Persons means that such Laws apply to such Person or Persons or its or their business, undertaking, property or security and put into effect by or under the authority of a Governmental Authority having jurisdiction over the Person or Persons or its or their business, undertaking, property or security.
Legal Proceeding means any action, arbitration, cause of action, claim, complaint, criminal prosecution, demand letter, governmental or other examination or investigation, hearing, inquiry, administrative or other proceeding, or notice by any Person alleging potential liability.
Liability has the meaning set forth in Section 2.11.
Lock-Up Agreement has the meaning set forth in the Recitals.
Manufacturing includes (a) the qualification of suppliers and raw materials; (b) the purchasing, testing, qualification, storage, issuance and use of ingredients, raw materials, and components; (c) the generation of intermediate materials, bulk solutions, assemblies, and finished products; and (d) the testing, release, and distribution of finished products.
Material Subsidiary means each of Venus Concept USA Inc. and Venus Concept Canada Corp.
Merger has the meaning set forth in the Recitals.
Merger Consideration has the meaning set forth in Section 1.5(a)(i).
Merger Sub has the meaning set forth in the Preamble.
Multiemployer Plan means an employee pension benefit plan or welfare benefit plan described in Section 4001(a)(3) of ERISA.
NIS means New Israeli Shekel.
OCS means the Israeli National Authority for Technological Innovation or any Person related thereto (including, for example, the Magnet Administration, the Incubator Administration, MATIMOP).