Representatives
means, when used with respect to any Person, the
directors, officers, employees, consultants, financial advisors, accountants, legal counsel, investment bankers and other agents, advisors and representatives of such Person and its Subsidiaries.
Repurchase Agreement
means the Share Repurchase Agreement, dated as of November 17, 2015, between the Company and
Careal Property Group AG (formerly known as Careal Holding AG).
Rights Agreement
means the Stockholder Protection
Rights Agreement, dated as of November 30, 2015, between the Company and Computershare Trust Company, N.A., as Rights Agent.
SEC
means the United States Securities and Exchange Commission.
Securities Act
means the United States Securities Act of 1933, as amended.
Software
means any and all computer programs, including any and all software implementations of algorithms, models and
methodologies, whether in Source Code, object code or other form.
Source Code
means computer Software, in form other
than object code or machine readable form, including related programmer comments and annotations, help text, data and data structures, instructions and procedural, object-oriented and other code comprising such Software, in each case, which may be
printed out or displayed in human readable form.
Subsidiary
means with respect to any Person, any corporation, limited
liability company, partnership or other organization, whether incorporated or unincorporated, of which (a) at least a majority of the outstanding shares of capital stock of, or other equity interests, having by their terms ordinary voting power
to elect a majority of the board of directors or others performing similar functions with respect to such corporation, limited liability company, partnership or other organization is directly or indirectly owned or controlled by such Person or by
any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries, or (b) with respect to a partnership, such Person or any other Subsidiary of such Person is a general partner of such partnership.
Superior Proposal
means a bona fide, written Acquisition Proposal (with references in the definition thereof to fifteen
percent (15%) and eighty-five percent (85%) being deemed to be replaced with references to eighty percent (80%) and twenty percent (20%), respectively) by a third party, which the Company Board of Directors determines in good faith after
consultation with the Companys outside legal and financial advisors to be more favorable to the Company Stockholders from a financial point of view than the Merger, taking into account all relevant factors (including all the terms and
conditions of such proposal or offer (including the transaction consideration, conditionality, timing, certainty of financing and/or regulatory approvals and likelihood of consummation) and this Agreement (and any changes to the terms of this
Agreement proposed by Parent pursuant to
Section
6.3
)).
Takeover Statute
means any
business combination, control share acquisition, fair price, moratorium or other takeover or anti-takeover statute or similar Law, including Section 203 of the DGCL.
Tax
or
Taxes
means any and all U.S. federal, state, local and
non-U.S.
taxes, customs, assessments, levies, duties, tariffs, imposts and other similar charges and fees imposed by any Governmental Entity, including, without limitation, any income (whether on or based upon
net income, gross income, earnings or profits, or otherwise), franchise, excess, windfall or other profits, inventory, gross receipts, capital gains, net proceeds, property, sales, use, business, net worth, goods and services, capital stock, wealth,
welfare, license, fuel, natural resources, production, payroll, employment, social security, workers compensation, unemployment compensation, excise, occupancy, severance, gift, estate, recording,
non-resident
or other withholding,
ad valorem
, turnover, lease, user, stamp, transfer, value-added, occupation, premium, environmental, disability, real
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