Pro Rata Share means, with respect to each Equityholder, the percentage set forth next to such Equityholders name on the Consideration Spreadsheet.
Regulatory Approval means, with respect to any country, any and all Permits (which would be the approval of a biologic license application or new drug application by the FDA with respect to a Company Product in the United States) necessary to commercially distribute, sell, or market the Company Product in such country, which shall include in each country outside the United States where applicable, all of the following: (a) pricing or reimbursement approval in such country, (b) marketing authorization (including any prerequisite manufacturing Permit related thereto), and (c) labeling approval.
Requisite Optionholders means (i) Optionholders holding at least 95% of the outstanding Company Options (on an as-converted to Company Common Stock basis) that are outstanding as of immediately prior to the Effective Time, and (ii) each Optionholder who is a current employee of the Company as of immediately prior to the Effective Time.
Reserve Amount means $100,000.
Restricted Equityholders means Dirk Thye, Bolyn Hubby and Derek Sloan.
SEC means the United States Securities and Exchange Commission.
Securities Act means the Securities Act of 1933, as amended, or any successor federal statute thereto and the rules and regulations of the SEC promulgated thereunder.
Service Provider means any current officer, employee, director or independent contractor of the Company.
Straddle Tax Period means any Tax period beginning before or on the Closing Date and ending after the Closing Date.
Subsidiary an entity shall be deemed to be a Subsidiary of another entity if such other entity directly or indirectly owns, beneficially or of record, (a) an amount of voting securities or other interests in such first entity that is sufficient to enable such other entity to elect at least a majority of the members of such first entitys board of directors or other governing body, or (b) at least a majority of the outstanding equity interests of such first entity.
Target means, with respect to a virus, a gene or gene product, including RNA or protein, (or any fragments, mutations or variants thereof) originating from such virus.
Tax or Taxes means (i) any and all taxes, fees, imposts, charges, excises, assessments, levies, tariffs, duties or other charges or impositions in the nature of (or similar to) a tax (together with any all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority, including income, gross income, estimated, capital gains, gross receipts, profits, business, license, occupation, franchise, branch, windfall, termination, exit, capital stock or other equity, wealth, real or personal (tangible or intangible) property, real or personal property (tangible or intangible) gains, sales, use, transfer, conveyance, recording, documentary, filing, value added, ad valorem, employment or unemployment, social security (or similar including FICA), social, disability, alternative or add-on minimum, investment, financial transaction, escheat obligation, customs, excise, stamp, environmental, commercial rent, premium or withholding taxes, (ii) any liability for the payment of any amounts of the type described in clause (i) of this sentence as a result of being a member of an affiliated, consolidated, combined, unitary, aggregate or similar group (including any arrangement for