Excluded Shares means (i) Shares which are to remain outstanding pursuant to Section 3.02(b) or which are to be canceled pursuant to Section 3.02(c) (other than Shares held by Merger Sub immediately prior to the Effective Time), or (ii) Dissenting Shares.
GAAP means generally accepted accounting principles in the United States.
Governmental Authority means any transnational, domestic or foreign federal, state or local governmental, regulatory or administrative authority, department, court, agency or official, including any political subdivision thereof, or NYSE or any other governmental or quasi-governmental (including self-regulatory) authority or instrumentality.
Hazardous Substance means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substance, waste or material, or any substance, waste or material having any constituent elements displaying any of the foregoing characteristics, including petroleum, its derivatives, by-products and other hydrocarbons, per- and polyfluoroalkyl substances, asbestos, asbestos-containing materials and any substance, waste or material regulated under any Environmental Law.
Information Privacy and Security Laws means all Applicable Laws enacted, adopted, promulgated or applied by any Governmental Authority concerning the privacy, protection and/or security of data (including personal data).
IT Assets means all computers, computer software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines and other similar information technology equipment owned by the Company or its Subsidiaries.
Key Employee means any (i) any executive officer of the Company and (ii) employee of the Company or any of its Subsidiaries whose annual base compensation is $350,000 or more.
Knowledge means (i) with respect to the Company, the knowledge of the individuals listed on Section 1.01(i) of the Company Disclosure Schedule after inquiry of their direct reports, or (ii) with respect to Parent, the knowledge of the individuals listed on Section 1.01(i) of the Parent Disclosure Schedule after inquiry of their direct reports.
Lien means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance or other similar adverse claim of any kind in respect of such property or asset.
Loans means any loan, loan agreement, note or borrowing arrangement (including security agreements or other collateral documents, leases, credit enhancements, commitments, guarantees and interest-bearing assets) in relation to which the Company or any of its Subsidiaries is a lender or which is administered or serviced by the Company or any of its Subsidiaries (including Auto Loans and Retail Installment Sale Contracts).
Material Subsidiary means Santander Consumer USA Inc., an Illinois corporation.
Multiemployer Plan means a multiemployer plan as defined in Section 3(37) of ERISA.