1.6 Canadian Securities Laws means the securities laws of each province and territory of Canada, and the rules, instruments, regulations, notices and policies of each securities commission or other securities regulatory authority in each province or territory in Canada.
1.7 CFC means a controlled foreign corporation within the meaning of Section 957 of the Code.
1.8 Code means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder;
1.9 Common Shares means Common Shares in the capital of the Company, issuable in series, of which the first series is designated as Voting Common Shares and the second series is designated as Non-Voting Common Shares.
1.10 Competitor means a Person engaged, directly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter)), in the research, development, and commercialization of radiopharmaceutical products and processes for the treatment, prevention, diagnosis, monitoring, control and maintenance of any disease indication or disorder in humans, but shall not include any financial investment firm or collective investment vehicle that, together with its Affiliates, holds less than 20% of the outstanding equity of any Competitor and does not, nor do any of its Affiliates, have a right to designate any members of the board of directors of such Competitor. For greater certainty, no Investor, nor any Affiliate of an Investor, will be considered a Competitor under this Agreement.
1.11 Control means: (a) with respect to any corporation, the direct or indirect ownership, beneficially or legally, of voting securities in the capital of such corporation, to which are attached more than 50% of the votes that may be cast to elect the directors of such corporation and such votes are sufficient (if exercised) to elect a majority of the directors; and (b) with respect to a partnership, trust, syndicate or other entity, actual power or authority to manage and direct the affairs of, or direct or indirect ownership of more than 50% of the beneficial interest in such entity, and Controlled and Controlling shall have a corresponding meaning.
1.12 Damages means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the U.S. Securities Act, the U.S. Exchange Act, or other Canadian or U.S. federal, provincial or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus whether contained in any registration statement or otherwise or any amendments or supplements thereto; (b) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (c) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the U.S. Securities Act, the U.S. Exchange Act, any Canadian provincial or U.S. state securities law, or any rule or regulation promulgated under the U.S. Securities Act, the U.S. Exchange Act, or any Canadian provincial or U.S. state securities law.