immediately following the consummation of such transaction, less than 50% of the voting power of the surviving entity; (ii) an acquisition, directly or indirectly through one transaction or a series of transactions, of more than 10% of the (1) equity interests or (2) voting power of a Party or its parent; (iii) in the case of New University, any transaction that would cause New University not to recognize or receive in the NU Account all Revenue of its businesses and operations, including all Revenue of its ED Institution; or (iv) any combination of, or similar transaction to, the foregoing; provided, however, that this definition shall not apply to any Person that is a reporting person under the Securities Exchange Act of 1934, as amended, or to Kaplan, Inc.
“Chosen Courts” has the meaning in Section 16.2(b).
“Closure” has the meaning in Section 14.7(a).
“Closure Budget” has the meaning in Section 14.7(c).
“Closure Period” has the meaning in Section 14.7(c).
“Closure Reserve” has the meaning in Section 14.7(c).
“Code” means the Internal Revenue Code of 1986, as amended for time-to-time.
“Collateral” has the meaning in Exhibit I-3.
“Confidential Information” has the meaning in Section 7.1.
“Consent” means a consent, authorization, order or approval of, or filing or registration with, or notification to any Person not a party to this Agreement, including any Governmental Entity.
“Contributor” has the meaning in the Prologue.
“Contributor Brand Marketing Department” has the meaning in Exhibit C.
“Contributor Cash Transactions” has the meaning in Section 1(b)(ii) of Exhibit F.
“Contributor Efficiency Payment” has the meaning in Section 2 of Exhibit F.
“Contributor Fee” has the meaning set forth in Section 2 of Exhibit F.
“Contributor Non-Brand Costs Cap” has the meaning in Section 2 of Exhibit F.
“Contributor Platform(s)” means the IT infrastructure and the platform(s), technology or any transmission or storage methodology, on which Institutional Assets are stored, housed, offered, delivered or otherwise made available, whether by any wireline or wireless networks now known or later developed (or any combination thereof) in any form, analog, digital, or other, now known or later developed (including limited downloads, permanent downloads, streams, streaming audio and/or video, digital downloads, direct broadcast satellite, point-to-multipoint satellite, multipoint distribution service, point-to-point distribution service, cable system, telephone system, and any other forms of transmission made on-demand or near on-demand (or otherwise interactive), and the other IT infrastructure and technology used in connection with the delivery of the Support Functions.
“Contributor Policies” has the meaning in Section 6.3.
“Contributor Relationship Manager” has the meaning in Section 3.2(a).
“Contributor Support Costs Cap” has the meaning in Section 2 of Exhibit F.
Exhibit A - Definitions