Engagement Letter has the meaning set forth in Section 6.19(a).
Environmental Laws has the meaning set forth in Section 3.1(cc).
ERISA has the meaning set forth in Section 3.1(l)(ii).
Evaluation Date has the meaning set forth in Section 3.1(s).
Exchange Act means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations
promulgated thereunder.
Governmental Authority means any: (a) nation, state, commonwealth, province, territory, county,
municipality, district or other jurisdiction of any nature, (b) federal, state, local, municipal, foreign, supra-national or other government, (c) governmental or quasi-governmental authority of any nature (including any governmental
division, department, agency, commission, bureau, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or entity and any court or other tribunal, and any taxing authority) or (d) self-regulatory organization
(including Nasdaq).
Hazardous Materials has the meaning set forth in Section 3.1(cc).
HIPAA has the meaning set forth in Section 3.1(oo).
Intellectual Property has the meaning set forth in Section 3.1(o).
IT Systems has the meaning set forth in Section 3.1(oo).
Law means any federal, state, national, supra-national, foreign, local or municipal or other law, statute, constitution, principle
of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority (including
under the authority of Nasdaq or the Financial Industry Regulatory Authority).
Material Adverse Effect means any Effect,
individually or together with any other Effect, that has had, has, or would reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities or results of operations of the Company or its
subsidiaries, taken as a whole; provided, however, that Effects arising or resulting from the following shall not be taken into account in determining whether there has been a Material Adverse Effect: (a) the announcement or disclosure of the
sale of the Securities or other transactions contemplated by this Agreement, (b) the taking of any action, or the failure to take any action, by the Company that is required to comply with the terms of this Agreement, (c) any natural
disaster or epidemics, pandemics or other force majeure events, or any act or threat of terrorism or war, any armed hostilities or terrorist activities (including any escalation or general worsening of any of the foregoing) anywhere in the world or
any governmental or other response or reaction to any of the foregoing, (d) any change in GAAP or applicable Law or the interpretation thereof, (e) general economic or political conditions or conditions generally affecting the industries
in which the Company and its subsidiaries operate or (f) any change in the cash position of the Company and its subsidiaries which results from operations in the ordinary course of business; except in each case with respect to clauses (c), (d)
and (e), to the extent disproportionately affecting the Company and its subsidiaries, taken as a whole, relative to other similarly situated companies in the industries in which the Company and its subsidiaries operate.
Material Contract means any Contract to which the Company or any Subsidiary is a party or by which either is bound that is material
to the business of the Company, including those that have been filed as an exhibit to the SEC Reports pursuant to Item 601(b)(10) of Regulation S-K.
Nasdaq means The Nasdaq Stock Market.