Latest Balance Sheet has the meaning set forth in Section 4.4(a).
Law means any federal, state, local, foreign, national, international or supranational statute, law (including common law), act, statute, ordinance, treaty, rule, code, regulation, standard, determination, order, writ, injunction, decree, arbitration award, authorization, license, permit or other binding directive or guidance of a Governmental Entity.
Leased Real Property has the meaning set forth in Section 4.18(b).
Letter of Transmittal means the letter of transmittal, in a customary form, and with such modifications, amendments or supplements as may be requested by the Exchange Agent and mutually agreed to by each of THMA and the Company (in either case, such agreement not to be unreasonably withheld, conditioned or delayed).
Liability or liability means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, known or unknown, matured or unmatured or determined or determinable, including those arising under any Law (including any Environmental Law), Proceeding or Order and those arising under any Contract.
Lien means any mortgage, pledge, security interest, encumbrance, lien, charge or other similar interest (including, in the case of any Equity Securities, any voting, transfer or similar restrictions).
Lock-Up Agreement has the meaning set forth in Recitals.
Malicious Code means disabling codes or instructions, spyware, Trojan horses, worms, viruses or other Software routines that facilitate or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, Software, information technology systems, data or other materials.
Marks has the meaning set forth in the definition of Intellectual Property Rights.
Material Contracts has the meaning set forth in Section 4.7(a).
Material Permits has the meaning set forth in Section 4.6.
Merger has the meaning set forth in the recitals to this Agreement.
Merger Sub has the meaning set forth in the introductory paragraph to this Agreement.
Multiemployer Plan has the meaning set forth in Section (3)37 of ERISA.
Nasdaq means the Nasdaq Capital Market.
Newco has the meaning set forth in Section 6.5(a)(i).
Non-Party Affiliate has the meaning set forth in Section 9.13.