Tax means any federal, state, provincial, territorial, local, foreign and other net income, alternative or add-on minimum, franchise, gross income, adjusted gross income or gross receipts, employment, unemployment, compensation, utility, social security (or similar), withholding, payroll, ad valorem, transfer, windfall profits, franchise, license, branch, excise, severance, production, stamp, occupation, premium, personal property, real property, capital stock, profits, disability, registration, value added, capital gains, goods and services, estimated, sales, use, or other tax, governmental fee or other assessment in the nature of tax, together with any interest, penalty, fine, levy, impost, duty, charge, addition to tax or additional amount imposed with respect thereto by a Governmental Authority.
Tax Authority means any Governmental Authority with jurisdiction or authority to impose, administer, levy, assess or collect Tax.
Tax Return means any return, report, statement, refund, claim, election, disclosure, declaration, information report or return, statement, estimate or other document filed or required to be filed with a Tax Authority with respect to Taxes, including any schedule or attachment thereto and including any amendments thereof.
Terminating Acquiror Breach has the meaning specified in Section 9.01(c).
Terminating Company Breach has the meaning specified in Section 9.01(b).
Termination Date has the meaning specified in Section 9.01(b).
Trading Day means any day on which shares of Acquiror Common Stock are actually traded on the principal securities exchange or securities market on which shares of Acquiror Common Stock are then traded.
Transaction Expenses means any fees, costs and expenses incurred or subject to reimbursement by Acquiror and its Subsidiary, whether accrued for or not, in each case in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, including, without duplication, (a) any brokerage fees, commissions, finders fees, or financial advisory fees, and, in each case, related costs and expenses (including any amounts due to the underwriters of Acquirors initial public offering as a deferred underwriting commission), (b) any fees, costs and expenses of counsel, accountants or other advisors or service providers (c) any Working Capital Loans (as such term is defined in Schedule 4.18), and (d) any fees, costs and expenses or payments of any of Acquiror and its Subsidiary related to any transaction bonus, discretionary bonus, change-of-control payment, retention or other compensatory payments made to any employee of Acquiror or its Subsidiary as a result of the execution of this Agreement or the Ancillary Agreements or in connection with the transactions contemplated hereby and thereby (including the employer portion of any payroll, social security, unemployment or similar Taxes).
Transaction Litigation has the meaning set forth in Section 7.07