Designated Jurisdiction shall mean any country or territory that is or whose government is the target of Sanctions, including Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine.
DGCL means the General Corporation Law of the State of Delaware.
Disclosure Schedule shall mean a schedule executed and delivered by the Company to Parent, Merger Sub and Merger Sub II as of the date hereof which sets forth the exceptions to the representations and warranties contained in Article IV hereof and certain other information called for by this Agreement.
Employee Benefit Plan shall mean (a) each employee benefit plan as defined in Section 3(3) of ERISA (whether or not subject to ERISA) and (b) each other plan, policy, program, agreement, understanding or arrangement (whether written or oral) establishing, providing for or memorializing the terms of any of the following: employment, individual consulting, service, deferred compensation, bonus, incentive compensation, compensatory equity or equity-linked awards or incentives, severance, termination, retirement, supplemental retirement, pension, profit-sharing, excess benefit, retention, transaction, change in control, salary continuation, tuition assistance, dependent care assistance, legal assistance, vacation, leave of absence, paid-time-off, fringe benefit, health, medical, retiree medical, dental, vision, disability, accident, life insurance or survivor benefit, savings, cafeteria, insurance, flexible spending, adoption/dependent/employee assistance or any other form of compensation or benefit, in each case, (i) which is maintained, participated in, contributed to, entered into or sponsored by any member of the Company Group with respect to any current or former individual service provider of the Company Group (or any dependent or beneficiary thereof) or (ii) as to which any member of the Company Group has any Liability.
Employee Optionholder shall mean each Company Optionholder that is a current or former employee of the Company as set forth in the Closing Consideration Schedule.
Employment Law shall mean any federal, state or municipal Law or Order relating to the rights of employees, the obligations of an employer or equal employment opportunities, labor relations, fair employment practices, employment discrimination, harassment, retaliation, reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, worker classification, child labor, hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, leaves of absence, paid sick leave, family or medical leave and unemployment insurance and occupational health and safety, including but not limited to the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, the Immigration Reform and Control Act of 1986, the Occupational Health and Safety Act of 1970, all amendments to each such Law as well as the regulations issued thereunder, and all regulations, ordinances, executive orders and mandatory requirements set forth in guidelines by any Governmental Authority regarding COVID-19.