Netgear 2012 Annual Report Download - page 154

(h) “ AirCard Products ”
shall mean mobile broadband devices (including USB Modems, mobile hotspots and PC
cards) (and all components thereof), consisting of (i) the products and services listed in Section 5.24(a)(i)
of the Sellers Disclosure
Schedule and prior versions thereof; in each case together with the Ancillary Product Materials, and (ii) the mobile broadband devices
currently under development as listed or described on Section 5.24(a)(ii) of the Sellers Disclosure Schedule.
(i) “ Ancillary Product Materials ”
shall mean any and all documentation owned by, and currently distributed by,
Sellers or any of their Subsidiaries with any of the AirCard Products, including customer support materials such as support and training
materials, support bulletins, and marketing materials relating to any AirCard Product, including sale and marketing collateral, white
papers, performance benchmark reports, customer training materials, sales training materials and sales presentation materials.
(j) “ Antitrust Law ”
shall mean the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the
Federal Trade Commission Act, as amended, the Competition Act (Canada), as amended, and all other federal, state and international
statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to
prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.
(k) “ Automatic Transfer Employee ”
shall mean those Employees who become employed by Buyers or one of their
Subsidiaries as of the Closing as a result of local employment Laws, including the Transfer Regulations, and not as a result of accepting
an offer of employment made by Buyers, that provide for an automatic transfer by operation of Law of the employment of any such
Employee upon the transfer of the AirCard Business as a going concern pursuant to the Transactions.
(l) “ Business Day ”
shall mean each day that is not a Saturday, Sunday or other day on which banking institutions
located in San Francisco, California or Vancouver, British Columbia are authorized or obligated by Law to close.
(m) “ Business Material Adverse Effect ”
shall mean any change, event, circumstance or effect that, individually or
in the aggregate with all other changes, events, circumstances and effects, is or would reasonably be expected to be material and
adverse to (i) Sellers’
ability to consummate the Transactions and fulfill and perform their covenants and obligations under this
Agreement and the other Transaction Agreements, or (ii) the business, operations, condition (financial or otherwise), assets or results of
operations of the AirCard Business, taken as a whole; provided, however,
that in the case of clause (ii) only, in determining whether a
Business Material Adverse Effect has occurred or would reasonably be expected to occur, any change, event, circumstance or effect on
Sellers or any of their Subsidiaries to the extent resulting from, or arising out of, or in any way related to any of the following (either
alone or in combination) shall be excluded and disregarded:
(i)
changes in, or conditions affecting, the economy or financial or currency markets in the United States or
any other country or region in the world, provided
such changes or conditions do not have a materially disproportionate effect
on the AirCard Business relative to other businesses in the industry in which the AirCard Business operates;
(ii) changes in, or conditions affecting, the industries in which the AirCard Business operates, provided
such
changes or conditions do not have a materially disproportionate effect on the AirCard Business relative to other businesses in
the industry in which the AirCard Business operates;
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