M&A Boot Camp booklet 2023 - Flipbook - Page 149
EXHIBIT A
CERTAIN DEFINITIONS
For purposes of the Agreement (including this Exhibit A):
Acquisition Transaction. “Acquisition Transaction” shall mean any transaction or series of transactions involving:
(e) the sale, license or disposition of all or a material portion of the Company’s business or assets;
(f) the issuance, disposition or acquisition of: (i) any capital stock or other equity security of the Company (other than Company
Capital Stock issued upon exercise of Company Options or Company Warrants outstanding as of the date of the Agreement); (ii) any option,
call, warrant or right (whether or not immediately exercisable) to acquire any capital stock, unit or other equity security of the Company (other
than stock options granted to employees of the Company in routine transactions in accordance with Section 4.2 of the Agreement); or
(iii) any security, instrument or obligation that is or may become convertible into or exchangeable for any capital stock, unit or other equity
security of the Company; or
(g) any merger, consolidation, business combination, reorganization or similar transaction involving any the Company.
Agreement. “Agreement” shall mean the Agreement of Merger to which this Exhibit A is attached (including the Disclosure Schedule), as it may
be amended from time to time.
Certificate Amendment. “Certificate Amendment” shall mean the amendment to the Company’s Certificate of Incorporation in the form of Exhibit C
to the Agreement.
Code. “Code” shall mean the Internal Revenue Code of 1986, as amended.
Company Capital Stock. “Company Capital Stock” shall mean the shares of Company Common Stock and Company Preferred Stock.
Company Common Stock. “Company Common Stock” shall mean the shares of common stock of the Company, par value $0.0001 per share.
Company Contract. “Company Contract” shall mean any Contract: (a) to which the Company is a party; (b) by which the Company or any of its
assets is or may become bound or under which the Company has, or may become subject to, any obligation; or (c) under which the Company has
or may acquire any right or interest.
Company Employee. “Company Employee” shall mean any current or former employee, independent contractor or director of the Company.
Company Employee Agreement. “Company Employee Agreement” shall mean each management, employment, severance, consulting, relocation,
repatriation or expatriation agreement or other Contract between the Company and any Company Employee, other than any such management,
employment, severance, consulting, relocation, repatriation or expatriation agreement or other Contract with a Company Employee which is
terminable “at will” without any obligation on the part of the Company to make any payments or provide any benefits in connection with such
termination.