Exchange Act means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated by the SEC thereunder.
Extraordinary Transaction means any tender offer,
exchange offer, merger, consolidation, acquisition, business combination, recapitalization, restructuring, liquidation, dissolution, spin-off, divestiture, financing or similar extraordinary transaction
involving the Company (including its subsidiaries and joint ventures or any of their respective securities, assets or liabilities).
Group means a group as defined under Section 13(d)(3) of the Exchange Act.
Legal Requirement means any oral questions, interrogatories, requests for information or documents, subpoenas, civil
investigative demands or similar processes in connection with any legal proceeding. For purposes of this Agreement, no Legal Requirement shall be deemed to exist nor shall any Legion Party be legally required to make any disclosure
solely due to the fact that, absent such disclosure, any Legion Party would be unable to engage in any one or more Designated Actions.
Minimum Ownership Threshold means, at any given time, 2.5% of the outstanding shares of Common Stock as of the date hereof.
Person means any individual, corporation (including
not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization or other
entity of any kind or nature.
Representatives means a partys directors, principals, members, general partners,
managers, officers, employees, agents, advisors and other representatives.
Restricted Transferee means any Transferee
that (x) the Legion Parties or any of their Affiliates know, after reasonable inquiry, that, after giving effect to a proposed Transfer, would Beneficially Own greater than five percent of the then-outstanding Voting Securities or (y) has
disclosed Beneficial Ownership (whether individually or as a member of a Group) of greater than five percent of the then-outstanding Voting Securities at any time during the 24-month period prior to the
Effective Date.
SEC means the U.S. Securities and Exchange Commission.
Third Party means any Person that is not a party to this Agreement or an Affiliate thereof, a director or officer of the
Company, or legal counsel to any party to this Agreement.
Transfer means any direct or indirect offer, sale, transfer,
assignment, pledge, encumbrance, loan, hypothecation, tender in any tender or exchange offer, or other disposition of or transfer, either voluntarily or involuntarily (by the operation of law or otherwise), or any contract, option or other
arrangement, agreement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, loan, hypothecation, tender in any tender or exchange offer, or other disposition or transfer (by the operation of law or otherwise). The
term Transferee means any Person or Group of Persons that acquires any Company Interest by Transfer from another Person.
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