Takeover Provisions means any moratorium, control share acquisition, fair price, interested stockholder, affiliate transaction, business combination or other antitakeover Laws, including Section 203 of the DGCL, or similar state anti-takeover laws and regulations, and any similarly restrictive provision in the Company Charter Documents or the Company Subsidiary Charter Documents.
Tax Return means any report, return, statement, declaration or other written information supplied to, or required to be supplied to, any Governmental Authority in connection with the determination, assessment, reporting or collection of any Taxes, including any amendments thereof or attachments thereto.
Tax Sharing Agreement means any Tax allocation, apportionment, sharing, or indemnification agreement or arrangement, other than any agreement that is pursuant to an ordinary-course commercial Contract the primary purpose of which does not relate to Taxes.
Taxes means all federal, state, local or foreign taxes, levies, imposts, duties or other like assessments, charges or fees (including estimated taxes, charges and fees), including income, franchise, profits, gross receipts, minimum, base-erosion anti-abuse, transfer, excise, property, escheat, unclaimed property, sales, use, value-added, goods and services, ad valorem, license, capital, wage, employment, payroll, withholding, social security, severance, occupation, import, custom, stamp, alternative, add-on minimum, environmental and other governmental taxes and charges in lieu of or in the nature of taxes, including any interest, penalties and additions to tax with respect thereto and any penalties imposed for any failure to timely, correctly or completely file any Tax Return.
Third Party means any Person or group (as defined under Section 13(d) of the Exchange Act) of Persons, other than Parent or any of its Affiliates or Representatives.
To the knowledge of the Company and similar phrases mean the actual knowledge of the officers and employees listed on Section 1.1(a) of the Company Disclosure Letter, after making reasonable inquiry.
Trademarks means (i) all trademarks, trade names, trade dress, service marks, logos, trade styles, certification marks, collective marks, designs, product configuration rights, industrial designs and other identifiers of source, origin or quality and all other general intangibles of a like nature, whether registered or unregistered, (ii) all registrations and applications for any of the foregoing and all renewals thereof and (iii) all other rights similar to the foregoing in any country, together with all goodwill associated with any of the foregoing.
Transaction Litigation means any Proceeding asserted, threatened or commenced against the Company or any of its directors or officers by any Stockholder (in its capacity as such or through a derivative action) relating to the Offer, the Merger, or the other Transactions, including any Proceeding relating to the disclosure in the Offer Documents or the Schedule 14D-9 or challenging or seeking to restrain or prohibit the consummation of the Transactions.
Transactions means the transactions contemplated by this Agreement, including the Offer and the Merger.