Surviving Entity Governing Documents has the meaning set forth in
Section 2.1(g).
Tax means any U.S. federal, state, local or
non-United States 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, turnover, windfall profits or other taxes of any kind whatever, whether computed on a separate or combined, unitary or consolidated basis or in any other manner, together with any interest, deficiencies, penalties,
additions to tax, or additional amounts imposed by any Governmental Entity with respect thereto, whether disputed or not, and including any secondary Liability for any of the aforementioned.
Tax Authority means any Governmental Entity responsible for the collection, imposition or administration of Taxes or Tax
Returns.
Tax Consolidation means any fiscal unity or Tax consolidation arrangement between two or more companies the
effect of which is to treat those companies as a single entity for any Tax purpose.
Tax Return means returns,
declarations, reports, claims for refund, information returns, elections, disclosures, statements, or other documents (including any related or supporting schedules, attachments, statements or information, and including any amendments thereof) filed
or required to be filed with a Tax Authority in connection with, or relating to, Taxes.
Termination Date has the
meaning set forth in Section 7.1(d).
Total Pool Percentage means a number of Company Shares
equal to five percent (5%) of the fully diluted issued and outstanding Equity Securities of the Company as of the Closing or such larger percentage as increased pursuant to Section 5.17(b) .
Transaction Proposals has the meaning set forth in Section 5.8.
Transaction Support Agreements has the meaning set forth in the recitals.
Transfer Taxes means all transfer, documentary, sales, use, stamp, registration, notarial fees and other similar Taxes and
fees incurred in connection with the transactions contemplated by this Agreement.
Treasury Regulations means the
United States Treasury Regulations promulgated under the Code.
Trust Account has the meaning set forth in
Section 8.18.
Trust Account Released Claims has the meaning set forth in
Section 8.18.
Trust Agreement has the meaning set forth in
Section 4.10.
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