Extract to table

15; and WHEREAS, the Parties intend that the Merger shall be treated for United States federal income tax purposes as described in Article IX and Article X hereof

1(a) — Definition of "Material Adverse Effect" "Company Material Adverse Effect" means any event, change, circumstance, occurrence, effect, development, condition, or state of facts that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, assets, liabilities, financial condition, or results of operations of the Company and its Subsidiaries, taken as a whole, or (ii) the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement; provided, however, that, for purposes of clause (i), none of the following, either alone or in combination, shall be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been or would reasonably be expected to be, a Company Material Adverse Effect: (A) changes in general economic, financial, credit, or securities market conditions (including changes in prevailing interest rates, exchange rates, credit markets, commodity prices, or any failure of any financial institution); (B) changes or conditions generally affecting the industries or markets in which the Company and its Subsidiaries operate, including the cloud computing, software-as-a-service, and digital infrastructure industries; (C) changes in applicable Law or in GAAP (or other applicable accounting principles) or any interpretation thereof by any Governmental Authority, including the SEC; (D) changes resulting from any pandemic, epidemic, disease outbreak, or public health emergency (including COVID-19 or any variant, mutation, or evolution thereof), or any actions taken by any Governmental Authority in response thereto, including quarantine, social distancing, shelter-in-place, shut-down, closure, sequester, safety, or similar Law, directive, guideline, or recommendation; (E) changes resulting from any act of war (whether or not declared), armed hostility, sabotage, terrorism, military action, insurrection, or cyber-attack, or any escalation or worsening of any of the foregoing, including any response thereto by any Governmental Authority; (F) changes in any Law, regulation, directive, or policy of any Governmental Authority (including changes in Tax Law or the interpretation thereof); (G) changes resulting from the announcement, execution, delivery, or pendency of this Agreement or the transactions contemplated hereby, including the impact on relationships with customers, suppliers, vendors, partners, employees, labor unions, financing sources, landlords, licensors, licensees, or Governmental Authorities (it being understood that this clause (G) shall not apply for purposes of Section 4

(e) The word "including" and words of similar import when used in this Agreement shall mean "including, without limitation," unless otherwise specified

(f) The word "or" shall not be exclusive

(g) The word "extent" in the phrase "to the extent" means the degree to which a subject or other thing extends, and such phrase shall not mean simply "if

(k) References to "days" shall mean calendar days unless otherwise specified as "Business Days