tttttt) definition
tttttt). “Trade Secret” means any trade secret, know-how, invention, method, process and processing instructions, technical data, specifications, research and development information, technology, product roadmap, customer list and any other information, in each case to the extent any of the foregoing has economic value (actual or potential) and is not generally known to other persons who can obtain economic value from its disclosure or use, excluding any Copyright or Patent that may cover or protect any of the foregoing. (uuuuuu) “Trademark” means any trade name, trademark and service ▇▇▇▇ (registered and unregistered), trade dress and similar rights, and applications (including intent to use applications and similar reservations of marks and all goodwill associated therewith) to register any of the foregoing. (vvvvvv) “Transaction Bonuses” means all sale, “stay,” retention or similar bonuses or payments to current or former officers, employees and consultants to be paid by the Company or any of its Subsidiaries solely as a result of the transactions contemplated hereby pursuant to agreements or arrangements with the Company or any of its Subsidiaries in effect prior to the Closing (including the employer’s share of all employment, payroll and similar Tax liabilities thereon but excluding any such payments that result from the action or inaction of Buyer or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries) or incurred by or on behalf of or at the direction of Buyer or its Affiliates); provided that no amounts which constitute Transaction Expenses hereunder shall also constitute Transaction Bonuses. Transaction Bonuses also include the employer’s share of all employment, payroll and similar Tax liabilities relating to any sale, “stay,” retention or similar bonuses or payments by Seller to employees of the Company or any of its Subsidiaries to the extent such Tax liabilities are not paid prior to the Closing. (wwwwww) “Transaction Expenses” means all fees, costs and expenses (including fees, costs and expenses of any brokers, finders, investment bankers, attorneys and accountants) incurred by the Company or any of its Subsidiaries prior to the Closing Date and unpaid as of the Closing Date in connection with the transactions contemplated by this Agreement, excluding the Transaction Bonuses and including the Company’s half of the Notification and Report Form filing fees required by the HSR Act pursuant to Section 4.04(b). (xxxxxx) ...