Form PREM14A Inovalon Holdings, Inc. To: Sep 16

0

Remedies Act of 1986 (31 USC §3801, et seq.), All applicable laws (including, without limitation, the relevant parts of the Affordable Care Act, 42 USC §§ 1341 et seq.) Relating to risk adjustment, including those related to risk categorization, scoring and submission of data, ban on the use of drugs in the workplace, cost sharing, Laws relating to the operation of independent practice associations (APIs), rules and regulations promulgated under previous laws, and any state law equivalents similar to the items set out in subsection (a) above; and (b) any amendments or modifications made from time to time to the items referred to in paragraph (a) above.

??Health care license?? means all permits, registrations, accreditations and authorizations of any governmental authority and any foreign or similar state person required for (i) the conduct of the business of the acquired companies and affiliated practices or (ii) for the provision of professional services by the Affiliate Professionals.

??HIPAA?? means the Health Insurance Portability and Accountability Act of 1996, 42 USC §§ 1320d-1329d-8, as amended by the Health Information Technology for Economic and Clinical Health Act, enacted as Title XIII of the American Recovery and Reinvestment Act of 2009, Public Law 111-5 and the implementing regulations promulgated thereunder (including standards for the confidentiality of individually identifiable health information, security standards for the protection of protected electronic health information, and standards for electronic transactions and sets. codes promulgated under them).

??SSR Law?? means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, or any successor law, rule or regulation.

??Intellectual property rights?? means all intellectual property and property rights throughout the world, including (i) patents and all related continuations, continuations-in-part, divisions, reissues, reviews, substitutions and extensions thereof, (ii) trademarks, trade names, service marks, trade dress, logos, slogans, domain names and other indicia of source, and any goodwill associated therewith, (iii) copyrights, copyright works (whether or not they are copyright) and moral rights, (iv) software and computer programs in any form or medium, including source code, object code, databases and data collections, software implementations of algorithms, firmware, application programming interfaces, and all documentation, information, and manuals related to any of the foregoing (collectively, ??Software??), (v) all registrations and inquiries of the foregoing, and (vi) trade secrets, know how, and other rights to confidential or proprietary information, including designs, technologies, processes, techniques, methods, algorithms, specifications, customer and supplier listings, pricing information, and costs, and business and marketing plans and proposals (collectively, ??Trade secrets??).

??Intermediate event?? means any effect (other than an Acquisition Proposal or Superior Proposal or any inquiry, discussion, proposal, request or offer that constitutes, or would reasonably be expected to facilitate, encourage or lead to an Acquisition Proposal or Proposal higher) which, individually or in aggregate, is material to the acquired companies, taken as a whole, which is not known or reasonably foreseeable by the board of directors of the company or the special committee of the company at the date of this agreement, what effect (or the material consequences of which) becomes known to or by the board of directors of the company or the special committee of the company before the adoption of this agreement by the required approval of the shareholders of the company company ; provided that in no case do the following elements constitute or are taken into account in determining the existence of an intermediate event: (a) the mere fact that the Company meets or exceeds any internal or published forecast or projection for a period, or any single change after the date of this Agreement in the market price or trading volume of the common shares of the Company or (b) any event, fact or circumstance relating to or involving the parent company or its affiliates.

??IRS?? means the Internal Revenue Service of the United States.

??Awareness?? means, (i) with respect to the Company, the actual knowledge, after reasonable investigation, of Keith R. Dunleavy, MD, Beverly Allen, Jonathan Boldt, Geoff Charron, Monica Keeneth and Ingrid E. Olsen, and (ii) with with respect to Parent and Merger Sub, actual knowledge, after reasonable investigation, of Fredrik Näslund and Aditya Desaraju.

??Law?? means all national (federal, state or local) or national, supranational or foreign laws (whether statutory, common law or other), statutes, rules, regulations, ordinances, injunctions, decisions, briefs, acts, codes, ordinances, judgments, decrees or similar requirements promulgated, issued, entered into or applied by any governmental authority.

??Rented properties?? means all real estate leased or sublet by an acquiree that provides for annual base rent payments in excess of $ 1,000,000.

??Lender protection provisions?? ways
Section 8.02, Section 8.03 (e), Section 8.03 (f), Section 9.04, Section 9.06 (a), article 9.07,
Section 9.08 and Section 9.09 of this Agreement.

7


Source link

Leave A Reply

Your email address will not be published.