Common use of Defined Terms; Interpretation Clause in Contracts

Defined Terms; Interpretation. Except as otherwise expressly provided herein, capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement. For purposes of this Agreement, (i) “Knowledge” means with respect to any party hereto the actual (but not constructive or imputed) knowledge of such party hereto or, if applicable, the executive officers of such party hereto (except with respect to Section 6(m)(ii) hereof, after due inquiry of such party hereto or, if applicable, the officers of such party hereto with oversight responsibilities for the matter in question), (ii) “Subscriber Material Adverse Effect” means any change, effect, event, circumstance, occurrence or state of facts that prevents or materially impairs or materially delays the ability of the Subscriber to consummate the Subscription and (iii) “Company Material Adverse Effect” means any change, effect, event, circumstance, occurrence or state of facts that that (A) is materially adverse to the business, condition (financial or otherwise), assets or results of operations of the Company and its Subsidiaries (taken as a whole), or (B) prevents or materially impairs or materially delays the ability of the Company and its Subsidiaries, as applicable, to consummate the Transaction and/or the Subscription, other than in the case of clause (A), any change, effect, event, circumstance, occurrence or state of facts to the extent relating to (1) changes in general economic conditions or the credit, financial or capital markets, including changes in interest or exchange rates; (2) changes in general conditions in any industry in which the Company or any of its Subsidiaries operates or participates; (3) the announcement, pendency or anticipated consummation of the Transaction; (4) any failure, in and of itself, by the Company or any of its Subsidiaries to meet any analyst projections or any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics before, on or after the date of this Agreement (provided that the underlying factors contributing to such failure shall not be deemed excluded unless such underlying factors would otherwise be excepted from this definition); (5) changes in general regulatory or political conditions after the date of this Agreement; (6) changes in GAAP or applicable Law or the interpretation thereof after the date of this Agreement; (7) changes in the trading price or volume of the Common Stock (provided that the underlying factors contributing to such change shall not be excluded unless such underlying factors would otherwise be excepted from this definition); (8) any natural or man-made disaster; or (9) any pandemic, act of terrorism, sabotage, military action or war, or any escalation or worsening thereof; provided, that with respect to clauses (1), (2), (5), (6), and (9), such change, effect, event, circumstance, occurrence or state of facts does not materially and disproportionately affect the Company and its Subsidiaries (taken as a whole) relative to other persons operating in the industries in which the Company or any of its Subsidiaries operate. The provisions of Section 1.3 of the Purchase Agreement are incorporated herein by reference, mutatis mutandis.

Defined Terms; Interpretation. Except as otherwise expressly provided herein, capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Purchase Merger Agreement. For purposes of this Agreement, (i) “Knowledge” means with respect to any party hereto the actual (but not constructive or imputed) knowledge of such party hereto or, if applicable, the executive officers of such party hereto (except with respect to Section 6(m)(ii) hereof, after due inquiry of such party hereto or, if applicable, the officers of such party hereto with oversight responsibilities for the matter in question), (ii) “Subscriber Material Adverse Effect” means any change, effect, event, circumstance, occurrence or state of facts that prevents or materially impairs or materially delays the ability of the Subscriber to consummate the Subscription and (iii) “Company Material Adverse Effect” means any change, effect, event, circumstance, occurrence or state of facts that that (A) is materially adverse to the business, condition (financial or otherwise), assets or results of operations of the Company and its Subsidiaries (taken as a whole), or (B) prevents or materially impairs or materially delays the ability of the Company and its Subsidiaries, as applicable, to consummate the Transaction repurchases of the Convertible Notes and/or the Subscription, other than in the case of clause (A), any change, effect, event, circumstance, occurrence or state of facts to the extent relating to (1) changes in general economic conditions or the credit, financial or capital markets, including changes in interest or exchange rates; (2) changes in general conditions in any industry in which the Company or any of its Subsidiaries operates or participates; (3) the announcement, pendency or anticipated consummation of the Transaction; (4) any failure, in and of itself, by the Company or any of its Subsidiaries to meet any analyst projections or any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics before, on or after the date of this Agreement (provided that the underlying factors contributing to such failure shall not be deemed excluded unless such underlying factors would otherwise be excepted from this definition); (54) changes in general regulatory or political conditions after the date of this Agreement; (65) changes in GAAP or applicable Law or the interpretation thereof after the date of this Agreement; (76) changes in the trading price or volume of the Common Stock (provided that the underlying factors contributing to such change shall not be excluded unless such underlying factors would otherwise be excepted from this definition); (8) 7) any natural or man-made disaster; or (9) 8) any pandemic, act of terrorism, sabotage, military action or war, or any escalation or worsening thereof; provided, that with respect to clauses (1), (2), (54), (65), and (9)8), such change, effect, event, circumstance, occurrence or state of facts does not materially and disproportionately affect the Company and its Subsidiaries (taken as a whole) relative to other persons operating in the industries in which the Company or any of its Subsidiaries operate. The provisions of Section 1.3 of the Purchase Merger Agreement are incorporated herein by reference, mutatis mutandis.

Defined Terms; Interpretation. Except as otherwise expressly provided herein, capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Purchase Merger Agreement. For purposes of this Agreement, (i) “Knowledge” means with respect to any party hereto the actual (but not constructive or imputed) knowledge of such party hereto or, if applicable, the executive officers of such party hereto (except with respect to Section 6(m)(ii) hereof, after due inquiry of such party hereto or, if applicable, the officers of such party hereto with oversight responsibilities for the matter in question), (ii) “Subscriber Material Adverse Effect” means any change, effect, event, circumstance, occurrence or state of facts that prevents or materially impairs or materially delays the ability of the Subscriber to consummate the Subscription and (iii) “Company Material Adverse Effect” means any change, effect, event, circumstance, occurrence or state of facts that that (A) is materially adverse to the business, condition (financial or otherwise), assets or results of operations of the Company and its Subsidiaries (taken as a whole), or (B) prevents or materially impairs or materially delays the ability of the Company and its Subsidiaries, as applicable, to consummate the Transaction and/or the Subscription, other than in the case of clause (A), any change, effect, event, circumstance, occurrence or state of facts to the extent relating to (1) changes in general economic conditions or the credit, financial or capital markets, including changes in interest or exchange rates; (2) changes in general conditions in any industry in which the Company or any of its Subsidiaries operates or participates; (3) the announcement, pendency or anticipated consummation of the Transaction; (4) any failure, in and of itself, by the Company or any of its Subsidiaries to meet any analyst projections or any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics before, on or after the date of this Agreement (provided that the underlying factors contributing to such failure shall not be deemed excluded unless such underlying factors would otherwise be excepted from this definition); (5) changes in general regulatory or political conditions after the date of this Agreement; (6) changes in GAAP or applicable Law or the interpretation thereof after the date of this Agreement; (7) changes in the trading price or volume of the Common Stock (provided that the underlying factors contributing to such change shall not be excluded unless such underlying factors would otherwise be excepted from this definition); (8) any natural or man-made disaster; or (9) any pandemic, act of terrorism, sabotage, military action or war, or any escalation or worsening thereof; provided, that with respect to clauses (1), (2), (5), (6), and (9), such change, effect, event, circumstance, occurrence or state of facts does not materially and disproportionately affect the Company and its Subsidiaries (taken as a whole) relative to other persons operating in the industries in which the Company or any of its Subsidiaries operate. The provisions of Section 1.3 of the Purchase Merger Agreement are incorporated herein by reference, mutatis mutandis.

Defined Terms; Interpretation. Except as otherwise expressly provided herein, capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Purchase Credit Agreement. For purposes of this Agreement, (i1) “Knowledge” means with respect to any party hereto the actual (but not constructive or imputed) knowledge of such party hereto or, if applicable, the executive officers of such party hereto (except with respect to Section 6(m)(ii7(m)(ii) hereof, after due inquiry of such party hereto or, if applicable, the officers of such party hereto with oversight responsibilities for the matter in question), (ii2) “Subscriber Material Adverse Effect” means any change, effect, event, circumstance, occurrence or state of facts that prevents or materially impairs or materially delays the ability of the Subscriber to consummate the Subscription Subscription, (3) “Representatives” means, with respect to any Person, such Person’s Affiliates and direct and indirect equity holders and its and their respective directors, officers, employees, agents, representatives, consultants and advisors and (iii4) “Company Material Adverse Effect” means any state of facts, change, effect, event, circumstance, condition, development, effect or occurrence that, individually or state of facts that that in the aggregate, (Aa) is materially has had, or would reasonably be expected to have, a material adverse to effect on the businessassets, condition (properties, financial or otherwise), assets other condition or results of operations of the Company and its Subsidiaries (Subsidiaries, taken as a whole), or (Bb) prevents or materially impairs delays, or would reasonably be expected to prevent or materially delays delay, the ability consummation of the transactions contemplated hereby; provided, however, that in determining whether there has been a Company Material Adverse Effect, any state of facts, change, event, circumstance, condition, development, effect or occurrence arising out of, or resulting from any of the following shall be disregarded: (i) general economic, business, industry, trade or credit, financial or capital market conditions (whether in the United States or internationally), including any conditions affecting generally the industries or markets in which the Company and its Subsidiaries operates; (ii) except with respect to the representations and warranties set forth in Section 4(f), the taking of any action expressly required by this Agreement, the Acquisition Agreement or the Related Agreements; (iii) except with respect to the representations and warranties set forth in Section 4(f), the negotiation, entry into and announcement of this Agreement, the Acquisition Agreement or pendency or consummation of the Transaction, including any action in connection with the Transaction; (iv) the taking of any action at the written request of Parent; (v) pandemics, earthquakes, tornados, hurricanes, floods, acts of God and other similar force majeure events; (vi) acts of war (whether declared or not declared), sabotage, terrorism, military actions or the escalation thereof; (vii) any changes in applicable laws, regulations or accounting rules, including GAAP or interpretations thereof, or any changes in general legal, regulatory, trade or political conditions; and (viii) the failure by any member of the Company and its Subsidiaries, as applicable, to consummate the Transaction and/or the Subscription, other than in the case of clause (A), any change, effect, event, circumstance, occurrence or state of facts to the extent relating to (1) changes in general economic conditions or the credit, financial or capital markets, including changes in interest or exchange rates; (2) changes in general conditions in any industry in which the Company or any of its Subsidiaries operates or participates; (3) the announcement, pendency or anticipated consummation of the Transaction; (4) any failure, in and of itself, by the Company or any of its Subsidiaries to meet any analyst projections or any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics beforebudgets for any period prior to, on or after the date of this Agreement (provided Agreement, except that the underlying factors contributing to such failure shall not be deemed excluded unless such underlying factors would otherwise be excepted from this definition); (5) changes in general regulatory or political conditions after the date any state of this Agreement; (6) changes in GAAP or applicable Law or the interpretation thereof after the date of this Agreement; (7) changes in the trading price or volume of the Common Stock (provided that the underlying factors contributing to such change shall not be excluded unless such underlying factors would otherwise be excepted from this definition); (8) any natural or man-made disaster; or (9) any pandemicfacts, act of terrorism, sabotage, military action or war, or any escalation or worsening thereof; provided, that with respect to clauses (1), (2), (5), (6), and (9), such change, effect, event, circumstance, condition, development, effect or occurrence or giving rise to such failure may be taken into account in determining whether there has been a “Company Material Adverse Effect”; provided, that notwithstanding the foregoing, in the case of the foregoing clauses (i), (v), (vi) and (vii) of this definition, any such state of facts does not materially and disproportionately affect facts, change, event, circumstance, condition, development, effect or occurrence that has a disproportionate effect on the Company and its Subsidiaries (Subsidiaries, taken as a whole) , relative to other persons participants operating in the same or similar businesses or industries in which as the Company or any of and its Subsidiaries operate. The provisions of Section 1.3 of the Purchase Agreement are incorporated herein by referenceSubsidiaries, mutatis mutandismay be taken into account in determining whether a “Company Material Adverse Effect” has occurred.

Defined Terms; Interpretation. Except as otherwise expressly provided herein, capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Purchase Business Combination Agreement. For purposes of this Agreement, (i) “KnowledgeKnowledge of the Subscriber” means with respect to any party hereto the actual (but not constructive or imputed) knowledge of such party hereto or, if applicable, the executive officers of such party hereto (except with respect to Section 6(m)(ii7(m)(ii) hereof, after due inquiry of such party hereto or, if applicable, the officers of such party hereto the Subscriber with oversight responsibilities for the matter in question)) of the individuals listed in Schedule 1 hereto, (ii) “Subscriber Material Adverse Effect” means any change, effect, event, circumstance, occurrence or state of facts that prevents or materially impairs or materially delays the ability of the Subscriber to consummate the Subscription and (iii) “Company Liberty Material Adverse Effect” means any change, effect, event, circumstance, occurrence or state of facts that that (A) is materially adverse to the business, condition (financial or otherwise), assets or results of operations of the Company and its Subsidiaries Liberty Group Companies (taken as a whole), or (B) prevents or materially impairs or materially delays the ability of the Company and its Subsidiaries, as applicable, to consummate the Transaction and/or Transactions and the Ancillary Transactions, including the Subscription, other than in the case of clause (A), any change, effect, event, circumstance, occurrence or state of facts to the extent relating to (1) changes in general economic conditions or the credit, financial or capital markets, including changes in interest or exchange rates; (2) changes in general conditions in any industry in which the Company or any of its Subsidiaries operates or participates; (3) the announcement, pendency or anticipated consummation of the Transaction; Transactions; (4) any failure, in and of itself, by the Company or any of its Subsidiaries to meet any analyst projections or any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics before, on or after the date of this the Business Combination Agreement (provided that the underlying factors contributing to such failure shall not be deemed excluded unless such underlying factors would otherwise be excepted from this definition); (5) changes in general regulatory or political conditions after the date of this the Business Combination Agreement; (6) changes in GAAP or applicable Law or the interpretation thereof after the date of this the Business Combination Agreement; (7) changes in the trading price or volume of the Common Stock (provided that the underlying factors contributing to such change shall not be excluded unless such underlying factors would otherwise be excepted from this definition); (8) actions taken by the Company or its Subsidiaries, as applicable, as expressly required by the Business Combination Agreement; (9) any natural or man-made disaster; or (910) any pandemic, act of terrorism, sabotage, military action or war, or any escalation or worsening thereof; provided, that with respect to clauses (1), (2), (5), (6), (9) and (910), such change, effect, event, circumstance, occurrence or state of facts does not materially and disproportionately affect the Company and its Subsidiaries Liberty Group Companies (taken as a whole) relative to other persons operating in the industries in which the Company or any of its Subsidiaries the Liberty Group Companies operate. The provisions of Section 1.3 7.04 of the Purchase Business Combination Agreement are incorporated herein by reference, mutatis mutandis.

Defined Terms; Interpretation. Except as otherwise expressly provided herein, capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Purchase Merger Agreement. For purposes of this Agreement, (i1) “Knowledge” means with respect to any party hereto the actual (but not constructive or imputed) knowledge of such party hereto or, if applicable, the executive officers of such party hereto (except with respect to Section 6(m)(ii7(m)(ii) hereof, after due inquiry of such party hereto or, if applicable, the officers of such party hereto with oversight responsibilities for the matter in question), (ii2) “Subscriber Material Adverse Effect” means any change, effect, event, circumstance, occurrence or state of facts that prevents or materially impairs or materially delays the ability of the Subscriber to consummate the Subscription Subscription, (3) “Representatives” means, with respect to any Person, such Person’s Affiliates and direct and indirect equity holders and its and their respective directors, officers, employees, agents, representatives, consultants and advisors and (iii4) “Company Material Adverse Effect” means any state of facts, change, effect, event, circumstance, condition, development, effect or occurrence that, individually or state of facts that that in the aggregate, (Aa) is materially has had, or would reasonably be expected to have, a material adverse to effect on the businessassets, condition (properties, financial or otherwise), assets other condition or results of operations of the Company and its Subsidiaries (Subsidiaries, taken as a whole), or (Bb) prevents or materially impairs delays, or would reasonably be expected to prevent or materially delays delay, the ability consummation of the transactions contemplated hereby; provided, however, that in determining whether there has been a Company Material Adverse Effect, any state of facts, change, event, circumstance, condition, development, effect or occurrence arising out of, or resulting from any of the following shall be disregarded: (i) general economic, business, industry, trade or credit, financial or capital market conditions (whether in the United States or internationally), including any conditions affecting generally the industries or markets in which the Company and its Subsidiaries operates; (ii) except with respect to the representations and warranties set forth in Section 4(f), the taking of any action expressly required by this Agreement, the Merger Agreement or the Related Agreements; (iii) except with respect to the representations and warranties set forth in Section 4(f), the negotiation, entry into and announcement of this Agreement, the Merger Agreement or pendency or consummation of the Merger, including any Action in connection with the Merger; (iv) the taking of any action at the written request of Parent; (v) pandemics, earthquakes, tornados, hurricanes, floods, acts of God and other similar force majeure events; (vi) acts of war (whether declared or not declared), sabotage, terrorism, military actions or the escalation thereof; (vii) any changes in Applicable Laws, regulations or accounting rules, including GAAP or interpretations thereof, or any changes in general legal, regulatory, trade or political conditions; and (viii) the failure by any member of the Company and its Subsidiaries, as applicable, to consummate the Transaction and/or the Subscription, other than in the case of clause (A), any change, effect, event, circumstance, occurrence or state of facts to the extent relating to (1) changes in general economic conditions or the credit, financial or capital markets, including changes in interest or exchange rates; (2) changes in general conditions in any industry in which the Company or any of its Subsidiaries operates or participates; (3) the announcement, pendency or anticipated consummation of the Transaction; (4) any failure, in and of itself, by the Company or any of its Subsidiaries to meet any analyst projections or any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics beforebudgets for any period prior to, on or after the date of this Agreement (provided Agreement, except that the underlying factors contributing to such failure shall not be deemed excluded unless such underlying factors would otherwise be excepted from this definition); (5) changes in general regulatory or political conditions after the date any state of this Agreement; (6) changes in GAAP or applicable Law or the interpretation thereof after the date of this Agreement; (7) changes in the trading price or volume of the Common Stock (provided that the underlying factors contributing to such change shall not be excluded unless such underlying factors would otherwise be excepted from this definition); (8) any natural or man-made disaster; or (9) any pandemicfacts, act of terrorism, sabotage, military action or war, or any escalation or worsening thereof; provided, that with respect to clauses (1), (2), (5), (6), and (9), such change, effect, event, circumstance, condition, development, effect or occurrence or giving rise to such failure may be taken into account in determining whether there has been a “Company Material Adverse Effect”; provided, that notwithstanding the foregoing, in the case of the foregoing clauses (i), (v), (vi) and (vii) of this definition, any such state of facts does not materially and disproportionately affect facts, change, event, circumstance, condition, development, effect or occurrence that has a disproportionate effect on the Company and its Subsidiaries (Subsidiaries, taken as a whole) , relative to other persons participants operating in the same or similar businesses or industries in which as the Company or any of and its Subsidiaries operateSubsidiaries, may be taken into account in determining whether a “Company Material Adverse Effect” has occurred. The provisions of Section 1.3 1.1 of the Purchase Merger Agreement are incorporated herein by reference, mutatis mutandis.

Defined Terms; Interpretation. Except as otherwise expressly provided herein, capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Purchase Business Combination Agreement. For purposes of this Agreement, (i) “KnowledgeKnowledge of the Subscriber” means with respect to any party hereto the actual (but not constructive or imputed) knowledge of such party hereto or, if applicable, the executive officers of such party hereto (except with respect to Section 6(m)(ii7(m)(ii) hereof, after due inquiry of such party hereto or, if applicable, the officers of such party hereto the Subscriber with oversight responsibilities for the matter in question), as of the date hereof, of the individuals listed in Schedule 1 hereto, (ii) “Subscriber Material Adverse Effect” means any change, effect, event, circumstance, occurrence or state of facts that prevents or materially impairs or materially delays the ability of the Subscriber to consummate the Subscription and (iii) “Company Liberty Material Adverse Effect” means any change, effect, event, circumstance, occurrence or state of facts that that (A) is materially adverse to the business, condition (financial or otherwise), assets or results of operations of the Company and its Subsidiaries Liberty Group Companies (taken as a whole), or (B) prevents or materially impairs or materially delays the ability of the Company and its Subsidiaries, as applicable, to consummate the Transaction and/or Transactions and the Ancillary Transactions, including the Subscription, other than in the case of clause (A), any change, effect, event, circumstance, occurrence or state of facts to the extent relating to (1) changes in general economic conditions or the credit, financial or capital markets, including changes in interest or exchange rates; (2) changes in general conditions in any industry in which the Company or any of its Subsidiaries operates or participates; (3) the announcement, pendency or anticipated consummation of the Transaction; Transactions; (4) any failure, in and of itself, by the Company or any of its Subsidiaries to meet any analyst projections or any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics before, on or after the date of this the Business Combination Agreement (provided that the underlying factors contributing to such failure shall not be deemed excluded unless such underlying factors would otherwise be excepted from this definition); (5) changes in general regulatory or political conditions after the date of this the Business Combination Agreement; (6) changes in GAAP or applicable Law or the interpretation thereof after the date of this the Business Combination Agreement; (7) changes in the trading price or volume of the Common Stock (provided provided, that the underlying factors contributing to such change shall not be excluded unless such underlying factors would otherwise be excepted from this definition); (8) actions taken by the Company or its Subsidiaries, as applicable, as expressly required by the Business Combination Agreement; (9) any natural or man-made disaster; or (910) any pandemic, act of terrorism, sabotage, military action or war, or any escalation or worsening thereof; provided, that with respect to clauses (1), (2), (5), (6), (9) and (910), such change, effect, event, circumstance, occurrence or state of facts does not materially and disproportionately affect the Company and its Subsidiaries Liberty Group Companies (taken as a whole) relative to other persons operating in the industries in which the Company or any of its Subsidiaries the Liberty Group Companies operate. The provisions of Section 1.3 7.04 of the Purchase Business Combination Agreement are incorporated herein by reference, mutatis mutandis.

Defined Terms; Interpretation. Except as otherwise expressly provided herein, capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Purchase Merger Agreement. For purposes of this Agreement, (i) “Knowledge” means with respect to any party hereto the actual (but not constructive or imputed) knowledge of such party hereto or, if applicable, the executive officers of such party hereto (except with respect to Section 6(m)(ii) hereof, after due inquiry of such party hereto or, if applicable, the officers of such party hereto with oversight responsibilities for the matter in question), (ii) “Subscriber Material Adverse Effect” means any change, effect, event, circumstance, occurrence or state of facts that prevents or materially impairs or materially delays the ability of the Subscriber to consummate the Subscription and (iii) “Company Material Adverse Effect” means any change, effect, event, circumstance, occurrence or state of facts that that (A) is materially adverse to the business, condition (financial or otherwise), assets or results of operations of the Company and its Subsidiaries (taken as a whole), or (B) prevents or materially impairs or materially delays the ability of the Company and its Subsidiaries, as applicable, to consummate the Transaction and/or the Subscription, other than in the case of clause (A), any change, effect, event, circumstance, occurrence or state of facts to the extent relating to (1) changes in general economic conditions or the credit, financial or capital markets, including changes in interest or exchange rates; rates; (2) changes in general conditions in any industry in which the Company or any of its Subsidiaries operates or participates; participates; (3) the announcement, pendency or anticipated consummation of the Transaction; Transaction; (4) any failure, in and of itself, by the Company or any of its Subsidiaries to meet any analyst projections or any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics before, on or after the date of this Agreement (provided that the underlying factors contributing to such failure shall not be deemed excluded unless such underlying factors would otherwise be excepted from this definition); definition); (5) changes in general regulatory or political conditions after the date of this Agreement; Agreement; (6) changes in GAAP or applicable Law or the interpretation thereof after the date of this Agreement; Agreement; (7) changes in the trading price or volume of the Common Stock (provided that the underlying factors contributing to such change shall not be excluded unless such underlying factors would otherwise be excepted from this definition); definition); (8) any natural or man-made disaster; disaster; or (9) any pandemic, act of terrorism, sabotage, military action or war, or any escalation or worsening thereof; thereof; provided, that with respect to clauses (1), (2), (5), (6), and (9), such change, effect, event, circumstance, occurrence or state of facts does not materially and disproportionately affect the Company and its Subsidiaries (taken as a whole) relative to other persons operating in the industries in which the Company or any of its Subsidiaries operate. The provisions of Section 1.3 of the Purchase Merger Agreement are incorporated herein by reference, mutatis mutandis.

Defined Terms; Interpretation. Except as otherwise expressly provided herein, capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Purchase Merger Agreement. For purposes of this Agreement, (i) “Knowledge” means with respect to any party hereto the actual (but not constructive or imputed) knowledge of such party hereto or, if applicable, the executive officers of such party hereto (except with respect to Section 6(m)(ii) hereof, after due inquiry of such party hereto or, if applicable, the officers of such party hereto with oversight responsibilities for the matter in question), (ii) “Subscriber Material Adverse Effect” means any change, effect, event, circumstance, occurrence or state of facts that prevents or materially impairs or materially delays the ability of the Subscriber to consummate the Subscription and (iii) “Company Material Adverse Effect” means any change, effect, event, circumstance, occurrence or state of facts that that (A) is materially adverse to the business, condition (financial or otherwise), assets or results of operations of the Company and its Subsidiaries (taken as a whole), or (B) prevents or materially impairs or materially delays the ability of the Company and its Subsidiaries, as applicable, to consummate the Transaction and/or the Subscription, other than in the case of clause (A), any change, effect, event, circumstance, occurrence or state of facts to the extent relating to (1) changes in general economic conditions or the credit, financial or capital markets, including changes in interest or exchange rates; rates; (2) changes in general conditions in any industry in which the Company or any of its Subsidiaries operates or participates; participates; (3) the announcement, pendency or anticipated consummation of the Transaction; Transaction; (4) any failure, in and of itself, by the Company or any of its Subsidiaries to meet any analyst projections or any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics before, on or after the date of this Agreement (provided that the underlying factors contributing to such failure shall not be deemed excluded unless such underlying factors would otherwise be excepted from this definition); definition); (5) changes in general regulatory or political conditions after the date of this Agreement; Agreement; (6) changes in GAAP or applicable Law or the interpretation thereof after the date of this Agreement; Agreement; (7) changes in the trading price or volume of the Common Stock (provided that the underlying factors contributing to such change shall not be excluded unless such underlying factors would otherwise be excepted from this definition); definition); (8) any natural or man-made disaster; disaster; or (9) any pandemic, act of terrorism, sabotage, military action or war, or any escalation or worsening thereof; thereof; provided, that with respect to clauses (1), (2), (5), (6), and (9), such change, effect, event, circumstance, occurrence or state of facts does not materially and disproportionately affect the Company and its Subsidiaries (taken as a whole) relative to other persons operating in the industries in which the Company or any of its Subsidiaries operate. The provisions of Section 1.3 of the Purchase Merger Agreement are incorporated herein by reference, mutatis mutandis.