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“Person” function anybody, business, partnership, limitedpartnership, limited-liability organization, jv, relationship, trust, home, Governmental Entity, organization, business, unincorporated organization or any other organization. “Mother Topic Bad Impact” form anyeffect, alter, feel, thickness or development who would reasonably be anticipated to prevent, or materially upset otherwise decelerate, the skill of Mother or father otherwise Merger Sub in order to consummate the brand new Merger or any of the other Deals otherwise perform one ofits debt less than so it Arrangement. “Hired Real-estate”mode the leasehold or subleasehold estates or other contractual legal rights in order to fool around with or reside any belongings (along with, to your prevention out of doubt, pursuant to your ground lease), buildings, formations, improvements, accessories or any other demand for realproperty held from the Team otherwise any kind of the Subsidiaries for (a) one retail store with adjusted doing work money in excess of $3,000,100 on the one year concluded August 31, 2024 otherwise (b) anynon-shopping facility more than twenty-five,100 square feet. “Intervening Knowledge” setting people matter knowledge, innovation oroccurrence that has been not known to your Business Panel since the of your own day hereof (otherwise, in the event the understood, the consequences at which just weren’t proven to or relatively predictable by Company Board as of the newest time of this Agreement) and you will gets known to the newest CompanyBoard following date hereof and you may prior to the Organization Shareholder Recognition; given, but not, you to within the no experience will the new receipt, lifestyle or regards to a purchase Suggestion otherwise one matter related thereto or outcomes thereofconstitute or even be considered as an enthusiastic Intervening Enjoy. “Indemnified Group” form each person that is now, or might have been when prior to the date hereof, or which becomes prior tothe Active Date (a) a movie director, manager or officer of the Team otherwise any one of the Subsidiaries or (b) a manager or manager providing in the demand away from, if not on behalf of, the company otherwise any of the Subsidiaries for the a panel ofdirectors or equivalent governing looks of any person in the brand new VPMC Class (leaving out, to the prevention out of question, the brand new members of the fresh Sales Committee in their capabilities as such). “ERISA Representative” setting people entity that’s a member away from (a) a managed set of businesses (while the laid out inSection 414(b) of your own Password), (b) a group of investments otherwise companies less than common handle (since the discussed in the Area 414(c) of your Password) or (c) an affiliated provider category (since the discussed under Part 414(m) of your Code or even the regulationsunder Section 414(o) of your own Code), any one of that has otherwise provided the business otherwise any kind of the Subsidiaries.

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