Stock Election Consideration shall have the meaning set forth in Section 1.5(a)(ii)(B).
Stock Election Shares shall have the meaning set forth in Section 1.5(a)(ii)(B).
An Entity shall be deemed to be a Subsidiary of another Person if such Person directly or indirectly owns, beneficially or of record: (a) an amount of voting securities or other interests in such Entity that is sufficient to enable such Person to elect at least a majority of the members of such Entitys board of directors or comparable governing body; or (b) at least 50% of the outstanding voting equity interests issued by such Entity.
Tax Opinion Counsel means Jones Day (or other nationally recognized tax counsel reasonably acceptable to the Company).
Tax Returns shall mean any and all returns, reports, elections, claims for refund, estimated Tax filings, declarations, certificates or other documents filed or required to be filed with any Governmental Entity with respect to Taxes, including any schedules or attachments thereto, and any amendments thereof.
Taxes shall mean any and all U.S. federal, state, local and non-U.S. taxes, assessments, levies, duties, tariffs, imposts and other similar charges and fees imposed by any Governmental Entity, including, without limitation, any income, franchise, windfall or other profits, gross receipts, premiums, property, sales, use, net worth, capital stock, payroll, employment, social security, workers compensation, unemployment compensation, excise, withholding, ad valorem, stamp, transfer, value-added, and license, registration and documentation fees, severance, occupation, environmental, disability, real property, personal property, registration, alternative or add-on minimum, or estimated tax, and including any interest, penalty, additions to tax and any additional amounts imposed with respect thereto, whether disputed or not.
Termination Fee shall mean an amount in cash equal to $20,661,000.
Top Customer shall mean a top ten customer of the Company and the Company Subsidiaries, taken as a whole, based on revenues during the 12 months ended March 31, 2021.
Top Distributor shall mean a top five distributor of the Company and the Company Subsidiaries, taken as a whole, based on revenues during the 12 months ended March 31, 2021.
Top Supplier shall mean a top five supplier of inventory or manufacturing services to the Company and the Company Subsidiaries, taken as a whole, based on expenditures during the 12 months ended March 31, 2021.
Trading Day shall mean a day on which shares of Parent Class A Common Stock are traded on Nasdaq.
Treasury Regulations shall mean the regulations prescribed under the Code (including any temporary regulations, amended or successor provisions with respect to such regulations).