Encumbrance means any lien, pledge, hypothecation, charge, mortgage,
security interest, lease, license, option, easement, reservation, servitude, adverse title, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest, or restriction or encumbrance of any nature
(including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any
restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).
Enforceability
Exceptions means the (a) Laws of general application relating to bankruptcy, insolvency, and the relief of debtors and (b) rules of law governing specific performance, injunctive relief, and other equitable remedies.
Entity means any corporation (including any non-profit corporation), partnership (including any general partnership,
limited partnership, or limited liability partnership), joint venture, estate, trust, company (including any company limited by shares, limited liability company, or joint stock company), firm, society or other enterprise, association, organization
or entity, and each of its successors.
Environmental Law means any federal, state, local or foreign Law relating to
pollution or protection of human health or the environment (including ambient air, surface water, ground water, land surface or subsurface strata), including any law or regulation relating to emissions, discharges, releases or threatened releases of
Hazardous Materials, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of Hazardous Materials.
ERISA means the Employee Retirement Income Security Act of 1974, as amended.
ERISA Affiliates means, any entity, trade or business that is, or at any applicable time was, a member of a group described
in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes the Company.
Exchange Act means the Securities Exchange Act of 1934, as amended.
Expense Fund Amount means $15,000.
Federal Health Care Program means any federal health program as defined in 42 U.S.C. § 1320a-7b(f), including
Medicare, Medicaid, TRICARE, CHAMPVA, and state healthcare programs (as defined therein).
First Merger Sub Board means
the board of directors of Merger Sub 1.
Fraud means actual and intentional common law fraud under Delaware law.
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, for the avoidance of doubt, any taxing authority), or
(d) self-regulatory organization (including Nasdaq).
Governmental Authorization means any: (a) permit,
license, certificate, franchise, permission, variance, exception, order, approval, clearance, registration, qualification, or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or
pursuant to any Law, or (b) right under any Contract with any Governmental Authority.
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