thereof, or (b) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof and for this purpose, a Person or Persons own a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entitys gains or losses or shall be a, or control any, managing director or general partner of such business entity (other than a corporation). The term Subsidiary shall include all Subsidiaries of such Subsidiary.
Supporting Company Shareholders has the meaning set forth in the recitals to this Agreement.
Surviving Company has the meaning set forth in Section 2.1(a).
Surviving Company Share has the meaning set forth in Section 2.1(f).
Tax means any U.S. federal, state, local or non-U.S. income, gross receipts, franchise, estimated, alternative minimum, sales, use, transfer, value added, excise, stamp, customs, duties, ad valorem, real property, personal property (tangible and intangible), capital stock, social security, unemployment, payroll, wage, employment, severance, occupation, registration, environmental, communication, mortgage, profits, license, lease, service, goods and services, withholding, premium, unclaimed property, escheat, windfall profits or other taxes of any kind whatsoever, whether computed on a separate or combined, unitary or consolidated basis, together with any interest, deficiencies, penalties, fees, additions to tax, or additional amounts imposed by any Governmental Entity with respect thereto.
Tax Authority means any Governmental Entity responsible for the collection or administration of, or having jurisdiction with respect to, Taxes or Tax Returns.
Tax Proceeding means any audit, claim, assessment or other legal action or Proceeding in respect of Taxes, in each case, by or before any Tax Authority.
Tax Return means (i) any return, information return, statement, declaration, claim for refund, schedule, and report relating to Taxes filed or required to be filed with any Tax Authority, including any attachment to or amendment of any of the foregoing and (ii) TD F 90-22.1 (and its successor form, FinCEN Form 114 or any successor form thereto).
Termination Date has the meaning set forth in Section 7.1(d).
Transaction Litigation has the meaning set forth in Section 5.2(d).
Transaction Proposals has the meaning set forth in Section 5.9.
Transaction Share Consideration means 120,000,000 shares of ENVI Class A Shares.
Transaction Support Agreements has the meaning set forth in the recitals to this Agreement.