Superior Proposal
means an Acquisition Proposal (except the references
in the definition thereof to twenty percent (20%) shall be replaced by fifty percent (50%)) that the Akebia Board or a committee thereof or the Keryx Board or a committee thereof, as applicable, has determined is superior to
the Acquisition Proposal reflected in this Agreement, taking into account the financial terms, the likelihood of consummation and all other aspects of such Acquisition Proposal.
Support Functions
means finance, legal, human resources or IT business services.
Surviving Corporation
has the meaning set forth in
Section
1.01
.
Takeover Law
means any moratorium, control share acquisition, fair price,
supermajority, affiliate transaction, or business combination statute or regulation or other similar antitakeover laws of a state or any other Governmental Body
.
Tax
or
Taxes
means any and all federal, state, local, or
non-U.S.
income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding,
social security (or similar, including FICA), unemployment, disability, real property, escheat, unclaimed property, personal property, sales, use, transfer, registration, value-added, alternative or
add-on
minimum, estimated, or other tax of any kind or any charge of any kind in the nature of (or similar to) taxes whatsoever, including any interest, penalty, or addition thereto, in each case whether disputed or not.
Tax Allocation Agreement
has the meaning set forth in
Section
2.12(e)
.
Tax Returns
means any return, report, election, designation, information return or other document (including schedules or
any related or supporting information) filed or required to be filed with any Governmental Body or other authority in connection with the determination, assessment or collection of any Tax or the administration of any Laws, regulations or
administrative requirements relating to any Tax, including all information returns relating to Taxes of third parties, any claims for refund of Taxes and any amendments or supplements to any of the foregoing.
Termination Date
has the meaning set forth in
Section
7.01(d)(ii)
.
Termination Fee
has the meaning set forth in
Section
7.03(d)
.
Third Party
means any Person or group (as defined under Section 13(d) of the Exchange Act) of Persons,
other than Keryx, Akebia or any of their respective Affiliates or Representatives.
Trade Secrets
means trade secrets,
know-how,
and any other proprietary or confidential information, including customer, distributor, consumer, and supplier lists and data, technology, clinical and technical data, operational data, engineering
information, invention and technical reports, pricing information, research and development information, processes, formulae, methods, formulations, discoveries, specifications, designs, algorithms, plans, improvements, models, and methodologies.
Trademarks
means trademarks, service marks, corporate names, trade names, brand names, product names, Internet domain
names, logos, slogans, trade dress, and other indicia of source or origin, any applications and registrations for the foregoing and the renewals thereof, and all goodwill associated therewith and symbolized thereby.
Treasury Regulations
has the meaning set forth in Section
2.12(b)
.
UK Bribery Act
has the meaning set forth in Section
2.20(j)
.
WARN
has the meaning set forth in Section
2.19(c)
.
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