purpose, a Person or Persons own a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business
entitys gains or losses or shall be a, or control any, managing director or general partner of such business entity (other than a corporation). The term Subsidiary shall include all Subsidiaries of such Subsidiary.
Supplier has the meaning set forth in Section 3.21(f).
Supporting Company Shareholders means each Company Shareholder set forth on Section 1.1(a) of the
Company Disclosure Schedules.
Supporting Company Shareholders Lock-up
Agreement has the meaning set forth in the recitals to this Agreement.
Surviving Company has the meaning set
forth in Section 2.1(a).
Tax means any federal, state, local or non-United States income, gross receipts, franchise, estimated, alternative minimum, sales, use, transfer, value added, excise, stamp, customs, duties, ad valorem, real property, personal property (tangible and
intangible), capital stock, social security, unemployment, payroll, wage, employment, severance, occupation, registration, environmental, communication, mortgage, profits, license, lease, service, goods and services, withholding, premium, unclaimed
property, escheat, turnover, windfall profits or other taxes of any kind whatever, whether computed on a separate or combined, unitary or consolidated basis or in any other manner, together with any interest, deficiencies, penalties, fees, additions
to tax, or additional amounts imposed by any Governmental Entity with respect thereto.
Tax Authority means any
Governmental Entity responsible for the collection or administration of Taxes or Tax Returns.
Tax Incentive has the
meaning set forth in Section 3.16(h).
Tax Proceeding means a Proceeding with respect to
Taxes or Tax Returns.
Tax Return means returns, information returns, statements, declarations, claims for refund,
schedules, attachments and reports relating to Taxes required to be filed with any Governmental Entity, including any amendment of any of the foregoing.
Technology means any and all of the following: Software, including software and firmware listings, assemblers, applets,
applications, websites, content (including text, pictures, sounds, music, and video), compilers, source code (whether in a format to be compiled, interpreted, or otherwise), object code, net lists, design tools, user interfaces, look and
feel, application programming interfaces, software protocols, data, data structures, databases, data collections, system build software and instructions, design documents, schematics, diagrams, product specifications, packaging, devices know-how, show-how, techniques, formulae, algorithms, routines, works of authorship (whether or not copyrightable), discoveries, concepts, processes, prototypes, test
methodologies, test tools and materials that document design or design processes, or that document research or testing (including design, processes, and results).
Termination Date has the meaning set forth in Section 7.1(d).
Trade Compliance Laws means any requirement of applicable Law relating to the regulation of exports, re-exports, transfers, releases, shipments, transmissions or any other provision of goods, technology, Software or services including: the Arms Export Control Act, 22 U.S.C. § 2751 et seq.; Export
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