therewith, (c) copyrights and works of authorship, including registrations and applications for registration thereof, and (d) software, formulae, customer lists, inventions, trade
secrets, know-how, confidential information and other proprietary rights and intellectual property, whether patentable or not.
IRS means the United States Internal Revenue Service.
Key Employee means, with respect to the Company or Parent, an executive officer of such Party or any employee of such Party that
reports directly to the board of directors of such Party or to the principal executive officer or principal operating officer of such Party.
Knowledge means, with respect to a particular fact or other matter, (a) with respect to an individual, that such individual is
actually aware of the relevant fact or other matter, or such individual would reasonably be expected to know such fact or other matter in the ordinary course of the performance of such individuals employment responsibilities, or
(b) otherwise, that any executive officer or director (or any Person of similar or equivalent capacity) of such Entity as of the date such Knowledge is imputed has Knowledge of such fact or other matter.
Law means any federal, state, national, foreign, material local or municipal or other law, statute, treaty, constitution, principle
of common law, resolution, ordinance, code, edict, decree, executive order, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body
(including under the authority of Nasdaq or the Financial Industry Regulatory Authority).
Legal Proceeding means any action,
suit, petition, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, claim, examination or investigation commenced, brought, conducted or heard by or
before, or otherwise involving, any court or other Governmental Body or any arbitrator or arbitration panel.
Lien means any
security interest, deed of trust, mortgage, pledge, lien, statutory liens of any kind or nature, hypothecation, charge, claim, lease or other similar interest or right.
Lock-Up Signatories means those Persons set forth on Schedule A.
Merger Sub Board means the board of directors of Merger Sub.
Merger Sub Common Stock means the capital stock, $0.0001 par value per share, of Merger Sub.
Multiemployer Plan means (a) a multiemployer plan, as defined in Section 3(37) or
4001(a)(3) of ERISA, or (b) a plan which if maintained or administered in or otherwise subject to the laws of the United States would be described in paragraph (a).
Multiple Employer Plan means (a) a multiple employer plan (within the meaning of Section 413(c) of the Code or
Section 3(40) of ERISA), or (b) a plan which if maintained or administered in or otherwise subject to the laws of the United States would be described in clause (a) of this definition.
Nasdaq means The Nasdaq Stock Market LLC, including the Nasdaq Capital Market or such other Nasdaq market on which shares of Parent
Common Stock are then listed.
Neutral Accounting Firm means an independent accounting firm of nationally recognized standing
that is not at the time it is to be engaged hereunder rendering services to either Party, or any Affiliate of either Party, and has not done so within the two (2) year period prior thereto.
Ordinary Course of Business means, with respect to any action by any Entity, that such action (i) is taken in the
ordinary course of its normal operations and consistent in nature, scope, quality, frequency and magnitude
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