Tax. Tax shall mean any and all U.S. federal, state, local and non-U.S. taxes, customs, assessments, levies, duties, tariffs, imposts and other charges and fees of any nature whatsoever imposed by any Governmental Body, including, without limitation, any income (whether on or
based upon net income, gross income, earnings or profits, or otherwise), franchise, excess, windfall or other profits, inventory, capital gains, gross receipts, net proceeds, value-added, occupation, premium, environmental, escheat, abandoned or
unclaimed property, disability, real property, personal property, registration, surtax, estimated, employment, social security, workers compensation, unemployment, national health insurance, excise, occupancy, severance, gift, estate,
recording, alternative or add-on minimum, base erosion minimum, ad valorem, turnover, lease, user, transfer, stamp, sales, use, service, property, business, net worth, goods and services, capital stock,
wealth, welfare, license, fuel, natural resources, production, non-resident or other withholding, payroll or other tax, together with any interest, penalty, additions to tax, and any additional amounts imposed
with respect thereto, whether disputed or not.
Tax Return. Tax Return shall mean any return (including any
information return), report, statement, notice, declaration, estimate, schedule, form, filing, election, certificate, claim for refund, estimated tax filing, document or other information filed or required to be filed with respect to Taxes,
including any schedule, supplement, or attachment thereto, and including any amendments thereof.
Termination Condition.
Termination Condition is defined in Annex I to the Agreement.
Termination Fee. Termination
Fee is defined in Section 8.3(c) of the Agreement.
Trademarks. Trademarks
is defined in the definition of Intellectual Property Rights.
Tranche 1 Option. Tranche 1 Option shall mean any
option with an exercise price per Share that is less than the amount of the Cash Consideration.
Tranche 2 Option. Tranche
2 Option shall mean any Company Option with an exercise price per Share that is (a) equal to or greater than the amount of the Cash Consideration and (b) less than the sum of (i) the amount of the Cash Consideration and
(ii) the amount of the DB-OTO Milestone Payment.
Tranche 3 Option. Tranche 3
Option shall mean any Company Option with an exercise price per Share that is (a) equal to or greater than the sum of (i) the amount of the Cash Consideration and (ii) the amount of the
DB-OTO Milestone Payment and (b) less than the sum of (i) the amount of the Cash Consideration, (ii) the amount of the DB-OTO Milestone Payment and
(iii) the amount of the Registration Study Milestone Payment.
Transaction Litigation. Transaction
Litigation shall mean any claim, demand or Action (including any class action or derivative litigation) asserted, commenced or threatened by, on behalf of or in the name of, against or otherwise involving the Company, the Board of
Directors, any committee thereof and/or any of the Companys directors or officers relating directly or indirectly to this Agreement, the Offer, the Merger or any of the Transactions (including any such claim or Action based on allegations that
the Companys entry into this Agreement or the terms and conditions of this Agreement or any of the Transactions constituted a breach of the fiduciary duties of any member of the Board of Directors or any officer of the Company), or alleging or
asserting any misrepresentation or omission in the Offer Documents or Schedule 14D-9 or any other related SEC filings by the Company.
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