DGCL. DGCL shall mean the Delaware General Corporation Law, as amended.
Dissenting Shares. Dissenting Shares is defined in Section 2.7 of the Agreement.
DOJ. DOJ shall mean the U.S. Department of Justice.
Effective Time. Effective Time is defined in Section 2.3(b) of the Agreement.
Employee Plan. Employee Plan shall mean any (a) employee benefit plan (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, bonus, deferred compensation, incentive compensation, stock purchase, stock option, other equity-based plan, loan, workers compensation, retention, change in control, severance pay, termination pay, death and disability benefits, hospitalization, medical, life or other insurance, flexible benefits, fringe benefit, vacation, supplemental unemployment benefits, profit-sharing, pension or retirement plan, policy, program, agreement or arrangement, and (b) employment, consulting, severance or similar agreement, and each other employee benefit plan, or arrangement, in each case that is (i) sponsored, maintained, contributed to or required to be contributed to by the Company or its Affiliates for the benefit of any current or former officer, director, employee, independent contractor, or individual consultant of the Company or its Subsidiaries, (ii) with respect to which the Company has any liability or (iii) to which the Company is a party.
Encumbrance. Encumbrance shall mean any lien, pledge, claim, option, hypothecation, community property interest, charge, mortgage, security interest, encumbrance right of first refusal, preemptive right or similar restriction of any nature (including any restriction on the voting of any capital stock, ordinary shares, other equity interest or other security, any restriction on the transfer of any of thereof or any other asset, or any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).
End Date. End Date is defined in Section 8.1(b) of the Agreement.
Entity. Entity shall mean any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liability company or joint stock company), firm, society or other enterprise, association, organization or entity.
Environmental Law. Environmental Law shall mean any federal, state, local or foreign Legal Requirement relating to pollution or protection of human health, worker health or the environment (including ambient air, surface water, ground water, land surface or subsurface strata), including any Legal Requirement relating to emissions, discharges, Releases or threatened Releases of Hazardous Materials, or otherwise relating to the manufacture, processing, distribution, registration, use, generation, management, treatment, storage, disposal, removal, transport, recycling, reuse, or handling of Hazardous Materials.
Epti Product. Epti Product shall mean Eptinezumab (formerly known as ALD403). The definition encompasses all methods of generating Eptinezumab including producing the molecule within Pichia pastoris and other yeast cells, as well as, producing the molecule in Chinese hamster ovary (CHO) cells.