Governmental Authority means any transnational, domestic or foreign federal, provincial, state or local governmental, regulatory or administrative authority (including the Centers for Medicare & Medicaid Services), department, court, agency or official, including any political subdivision thereof.
HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
IFRS means the International Financial Reporting Standards as issued by the International Accounting Standards Board and as adopted by the European Union.
Indebtedness of any Person means, without duplication: (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments (other than performance, surety and similar bonds or instruments), (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable and accrued expenses arising in the ordinary course of business, (iv) all obligations of such Person as lessee under any leases which are required to be capitalized in accordance with GAAP, (v) all obligations of others of the type described above secured by a Lien on any asset of such Person whether or not such obligation is assumed by such Person and (vi) all obligations of others of the type described above guaranteed by such Person.
Initial Public Offering means the initial Public Offering.
Investor means each of (i) S&N and its Permitted Transferees and (ii) each of the Essex Members and its Permitted Transferees.
License Agreement means the License Agreement dated as of the date hereof between S&N and the Company.
Lien means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest or encumbrance in respect of such property or asset.
Management Incentive Plan means the Bioventus LLC Management Incentive Plan effective as of the date hereof.
Member means each Person that executed this Agreement as a member on the signature pages hereto and any other Person who may from time to time be admitted to the Company as an additional or substitute member as provided herein, in each case in such Persons capacity as a member of the Company.
Member Entity Transfer means, in the case of any Investor, a direct or indirect sale, assignment, disposition, exchange, pledge, encumbrance, hypothecation or other transfer by its shareholders, partners or members of the equity interests of such Member or any participation or interest therein or any agreement or commitment to do any of the foregoing.
Orthobiologics Field means Active Therapies targeted at Orthopedic Applications, as conducted through S&Ns Biologics and Clinical Therapies Global Business Unit, but excludes the Clinical Therapies Field. As used herein, Active Therapies means cell-based therapies, small molecules, growth factors, gene therapy, and other novel biologically-active materials such as peptides and statins or inert products that, when combined in an active matrix or delivery substrate, promote bone healing, cartilage regeneration and/or soft tissue healing.