affected thereby relative to other participants in the industry in which the Company and its Subsidiaries operate; (c) the fact, in and of itself, that the Company meets or exceeds any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics for any period ending on or after the Agreement Date; (d) changes after the Agreement Date in the market price or trading volume of the Company Common Stock or the credit rating of the Company (it being understood that the underlying cause of any of the foregoing in clauses (c)-(d) may be considered and taken into account in determining whether there has been, an Intervening Event).
(kkk) “IRS” means the United States Internal Revenue Service or any successor thereto.
(lll) “Knowledge” of the Company, with respect to any matter in question, means the actual knowledge after reasonable inquiry of Sandip Mukerjee; Aric Spitulnik; Tammy Ridgley; Thad Lowe; Jesse Hillman; Cynthia King or Douglas Rein.
(mmm) “Law” means any federal, state, local or foreign law (including common law), act, statute, rule, regulation, judgment, injunction, Order, decree, writ, constitution, treaty, convention, ordinance, code, ruling or award of any Governmental Authority.
(nnn) “Legal Proceeding” means any claim, action, charge, complaint, suit, litigation, audit, subpoena, investigation, arbitration, mediation, inquiry or other legal action or proceeding brought by or pending before any Governmental Authority, arbitrator, mediator or other tribunal.
(ooo) “Liabilities” means any liability, debt, obligation, Tax, penalty, fine, damage, claim, assessment, amount to be paid in settlement, judgment or other loss, cost or expense or commitment of any kind, whether asserted or unasserted, absolute, accrued, fixed or contingent, matured or unmatured, determined or determinable or otherwise and whether or not required to be recorded or reflected on a balance sheet prepared in accordance with GAAP.
(ppp) “Lien” means, with respect to any property or asset, any mortgage, pledge, hypothecation, easements, right of way, covenants, restriction on title, license, lien, encumbrance, charge, security interest or other similar adverse claim or restriction of any kind in respect of such property or asset.
(qqq) “NASDAQ” means the Nasdaq Stock Market, as applicable to the Company with a class of securities listed for trading thereon.
(rrr) “Open Source Software” means any Software that is licensed pursuant to: (i) any license that is, or is substantially similar to, a license now or in the future approved by the Open Source Initiative and listed at http://www.opensource.org/licenses, which licenses include all versions of the GNU General Public License (GPL), the GNU Lesser General Public License (LGPL), the GNU Affero GPL, the MIT license, the Eclipse Public License, the Common Public License, the CDDL, the Mozilla Public License (MPL), the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), and the Sun Industry Standards License (SISL), (ii) any license under which Software or other materials are distributed or licensed as “free software,” “open source software” or under similar terms, or (iii) any Reciprocal License, in each case whether or not Source Code is available under such license.
(sss) “Order” means any judgment, decision, decree, injunction, ruling, writ, award, assessment or order, whether temporary, preliminary or permanent, of any Governmental Authority that is binding on any Person or its property under applicable Law.
(ttt) “Parent Termination Fee” means an amount in cash equal to $7,300,000.
(uuu) “Payroll Tax Executive Order” means any U.S. presidential memorandum, executive order or similar pronouncement permitting or requiring the deferral of any payroll Taxes (including those imposed by Section 3101(a) and 3201 of the Code).
(vvv) “Permitted Liens” means (i) mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business which are not yet due and payable or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (ii) Liens for Taxes, assessments and other