“SMMC Organizational Documents” means the SMMC Certificate of
Incorporation and bylaws, in each case as amended, modified or supplemented in accordance with the terms of this Agreement.
“SMMC Stockholder” means a holder of SMMC Common Stock.
“SMMC Stockholders’ Meeting” means a meeting of the holders
of SMMC Common Stock to be held for the purpose of approving the SMMC Proposals.
“SMMC Units” means the units issued in the IPO or the
overallotment consisting of one (1) share of SMMC Class A Common Stock and one-half (1/2) of one (1) SMMC Warrant.
“Software” means all computer software (in object code or
source code format), data and databases, and related documentation and materials.
“Sponsor Cancelled Shares” means the number of Sponsor Shares
to be forfeited to SMMC by the Sponsor in accordance with the Cancellation Agreement, such number being 1,250,000 which such number may be increased pursuant to Section 3(a) of the Cancellation Agreement.
“Sponsor Cancelled Warrants” means the number of Sponsor
Warrants to be forfeited to SMMC by the Sponsor in accordance with the Cancellation Agreement, such number being 4,166,667.
“Sponsor Shares” means the shares of the SMMC Class B Common
Stock held by the Sponsor as of immediately prior to the Closing.
“Sponsor Warrants” means the private placement warrants
exercisable for SMMC Class A Common Stock held by the Sponsor as of immediately prior to the Closing.
“Stock Consideration” means a number of shares of SMMC
Elected Common Stock equal to the quotient of (i) the Equity Value minus the aggregate amount of cash payable by SMMC pursuant to Section 3.01(b) divided by
(ii) 10.
“stockholder” means a holder of stock or shares, as
appropriate.
“Subsidiary” or “Subsidiaries” of the Company, the
Surviving Corporation, SMMC or any other person means an Affiliate controlled by such person, directly or indirectly, through one or more intermediaries.
“Supplier” means any person that supplies inventory or other
materials or personal property, components, or other goods or services (including, design, development and manufacturing services) that comprise or are utilized in, including in connection with the design, development, manufacture or sale of, the
Products of the Company.
“Tax” or “Taxes” means any and all taxes (including
any charges, duties, levies or other similar governmental assessments in the nature of taxes), including, but not limited to, income, estimated, business, occupation, corporate, capital, gross receipts, transfer, stamp, registration, employment,
payroll, unemployment, insurance, social security, national insurance, business license, business organization, environmental, workers compensation, withholding, occupancy, license, lease, service use, severance, capital, production, premium, net
worth, capital stock, capital gains, documentary, recapture, alternative or add-on minimum, disability, recording, ad valorem, excise, commercial rent, escheat, windfall profits, customs duties, real property, personal property, sales, use,
turnover, value added and franchise taxes, in each case imposed by any Governmental Authority, whether disputed or not, together with all and any interest, fines, penalties, assessments or additions to tax imposed with respect thereto.
“Tax Return” means any return, declaration, report, claim for
refund, or information return or statement relating to Taxes, including any schedule or attachment thereto and any amendment thereof, in each case filed or required to be filed with a Tax authority.
“Transaction Documents” means this Agreement, including all
Schedules and Exhibits hereto, the Company Disclosure Schedule, the Ancillary Agreements, and all other agreements, certificates and instruments executed and delivered by SMMC, First Merger Sub, Second Merger Sub or the Company in connection with
the Transaction and specifically contemplated by this Agreement.
“Transactions” means the transactions contemplated by this
Agreement.
“Treasury Regulations” means the United States Treasury
regulations issued pursuant to the Code.