“Intellectual Property” means intellectual property rights, including in the following: (a) United States and non-U.S. patents, provisional patent applications, patent applications, continuations, continuations-in-part, extensions, divisions, reissues, patent disclosures, industrial designs, inventions (whether or not patentable or reduced to practice) and improvements thereto, (b) United States, state and non-U.S. trademarks, service marks, trade names, corporate names, designs, logos, slogans, social media identifiers, domain names and general intangibles of like nature, including all goodwill associated therewith, and any registrations and applications to register the foregoing, (c) United States and non-U.S. copyrights and mask works (as defined in 17 U.S.C. §901) and pending applications to register the same and (d) trade secrets and confidential ideas, know-how, concepts, methods, processes, formulae, technology, algorithms, models, reports, data, customer lists, supplier lists, mailing lists, business plans and other proprietary information, all of which derive value, monetary or otherwise, from being maintained in confidence.
“Intervening Event” means a material event, development or change in circumstances with respect to the Company and the Company Subsidiaries, taken as a whole, that occurred or arose after the date of this Agreement, which (a) was unknown to, nor reasonably foreseeable by, the Company Board as of or prior to the date of this Agreement and (b) first becomes known to or by the Company Board prior to the receipt of the Company Requisite Vote; provided, however, that none of the following will constitute, or be considered in determining whether there has been, an Intervening Event: (i) the receipt, existence of or terms of an Inquiry or Company Acquisition Proposal or any matter relating thereto or consequence thereof and (ii) changes in the market price or trading volume of the Company Shares or the fact that the Company meets or exceeds internal or published projections, budgets, forecasts or estimates of revenues, earnings or other financial results for any period (provided, however, that the underlying causes of such change or fact shall not be excluded by this clause (ii)).
“Joint Venture Agreements” means the organizational and other governing documents of the Company Subsidiaries set forth in Section 8.13(b)(2) of the Company Disclosure Letter.
“know” or “knowledge” of any Person that is not an individual means (i) with respect to the Company, the actual knowledge of such persons listed in Section 8.13(b)(3) of the Company Disclosure Letter, and (ii) with respect to the Parent Entities, the actual knowledge of the persons listed in Schedule A hereto.
“Law” means any federal, state, local or foreign law (including common law), statute, code, directive, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree of any Governmental Entity.
“Lien” means any lien, mortgage, pledge, conditional or installment sale agreement, restriction on transfer, purchase option, right of first refusal, preferential option, easement, security interest, charge, encumbrance, deed of trust, right-of-way or other encumbrance of any nature, whether voluntarily incurred or arising by operation of Law. A non-exclusive license of Intellectual Property shall not be deemed to be a Lien.
“Major Lease” means any lease, sublease or occupancy agreement of real property under which the Company or any Company Subsidiary is the lessor or sublessor or serves in a similar capacity and that provides for annual rentals of $1,000,000 or more or is between two affiliates of the Company; provided that any such lease, sublease or occupancy agreement between the Company and any Company Subsidiary or between Company Subsidiaries shall not constitute a Major Lease.
“Minority Limited Partner” means any holder of Class A Partnership Units, other than any such holder that is the Company, any Company Subsidiary, the Surviving Company, the Parent Entities, Merger Sub I, Merger Sub II or any wholly owned Subsidiary of the Surviving Company, the Parent Entities or Merger Sub II.
“Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership of the Partnership as may be further amended from time to time.
“Person” means an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, other entity or other entity.
“Personal Information” means any information defined as “personal information,” “personally identifiable information,” or “private information” under applicable Law.
“Processing” means any operation performed on Personal Information, including the collection, creation, receipt, access, use, handling, compilation, analysis, monitoring, maintenance, retention, storage, transmission, transfer, protection, disclosure, distribution, destruction, or disposal of Personal Information.
“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating, dumping or disposing into the indoor or outdoor environment.