ESPP means the Companys 2015 Employee Stock Purchase Plan, as amended from time to time.
Exchange Act means the Securities Exchange Act of 1934, as amended.
GAAP means United States generally accepted accounting principles.
Government Shutdown means any shutdown resulting from the lack of Congressional budget appropriations (related or similar to the shutdown that began on December 22, 2018), prior to the End Date, of certain United States federal government services provided by the U.S. Federal Trade Commission and U.S. Department of Justice to review the transactions contemplated by this Agreement under the HSR Act.
Governmental Entity means any federal, domestic, territorial, state or local governmental authority (including any government and any governmental agency, instrumentality, tribunal or commission, or any subdivision, department or branch of any of the foregoing) or body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature.
Hazardous Materials means all hazardous, toxic, explosive or radioactive substances, wastes or other pollutants or contaminants regulated under Environmental Law, including petroleum or petroleum distillates, medical waste, asbestos and polychlorinated biphenyls.
HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.
Intellectual Property means (i) patents and patent applications, including provisionals, nonprovisionals, divisionals, continuations, continuations-in-part, reissues, extensions, supplementary protection certificates, reexaminations and the equivalents of any of the foregoing in any jurisdiction, and all inventions disclosed in each such patent or patent application (collectively, Patents); (ii) trade names, logos, slogans, Internet domain names, registered and unregistered trademarks and service marks, trade dress, and registrations and applications for registration of, and all goodwill associated with, the foregoing (collectively, Marks); (iii) copyrights in both published and unpublished works, including all compilations, databases and computer programs, manuals and other documentation and all copyright registrations and applications (collectively, Copyrights); (iv) trade secrets, know-how, inventions (including as disclosed in invention disclosures and discoveries) and confidential information (collectively, Trade Secret Rights); (v) database rights, industrial designs, industrial property rights, publicity rights and privacy rights; and (vi) any similar intellectual property or proprietary rights.
IRS means the Internal Revenue Service.
Knowledge, whether or not capitalized, or any similar expression used with respect to the Company, means the actual knowledge (after reasonable inquiry) of those individuals listed in Section 1.1(a) of the Company Disclosure Schedule. With respect to any matters relating to Intellectual Property, such reasonable inquiry does not require any such individual to conduct or have conducted or obtain or have obtained any freedom to operate opinions or similar opinions of counsel or any Intellectual Property rights clearance searches, and no knowledge of any third-party Intellectual Property that would have been revealed by such inquiries, opinions or searches will be imputed to such individual.
Law shall mean any federal, state, local or foreign statute, law, regulation, requirement, interpretation, permit, license, approval, authorization, decision, directive, decree, rule, ruling, Order, ordinance, code, policy or rule of common law of any Governmental Entity, including any judicial or administrative interpretation thereof.
Leased Real Property means the leasehold or subleasehold interests and any other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interests in real property currently held by the Acquired Companies.