directly or indirectly, by such Person and (b) any partnership, joint venture, association, or other entity in which such Person, directly or indirectly, owns 50% or more of the equity economic interest thereof or has the power to elect or direct the election of more than 50% of the members of the governing body of such entity.
Superior Proposal
means any bona fide, written Competing Proposal made by any Person on terms that the Board of Directors of Seller determines in good faith, after consultation with its financial and outside legal advisors, are more favorable from a financial point of view to Sellers stockholders than the transactions contemplated by this Agreement, taking into account (a) all financial considerations, (b) the identity of the third party making such Competing Proposal, (c) the anticipated timing, conditions and prospects for completion of such Competing Proposal, (d) the other terms and conditions of such Competing Proposal and the implications thereof on Seller, including relevant legal, regulatory and other aspects of such Competing Proposal deemed relevant by the Board of Directors of Seller; and (e) any revisions to this Agreement and the transaction proposed by Buyer pursuant to
Section 6.4(c)
.
Superior Proposal Notice Period
has the meaning specified in
Section 6.4(c)
.
Tax Escrow Account
means the account into which the Escrow Agent has deposited the Tax Escrow Amount in accordance with the Escrow Agreement.
Tax Escrow Amount
means an amount equal to $520,000.
Tax Escrow Funds
means, at any given time after the Closing, the funds remaining in the Tax Escrow Account.
Tax Loss
has the meaning specified in
Section 8.3(f)
.
Tax Loss Inquiry
has the meaning specified in
Section 8.3(f)
.
Tax Loss Notice
has the meaning specified in
Section 8.3(f)
.
Tax Referee
has the meaning specified in
Section 2.6
.
Tax Returns
means any return, declaration, report, statement or other document filed or required to be filed with a Governmental Authority with respect to Taxes, including any amendments or supplements of any of the foregoing.
Taxes
means all federal, state, local, foreign or other tax and unclaimed property or escheat payments, including all income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, customs duties, capital stock, ad valorem, value added, inventory, franchise, profits, withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, registration, alternative or add-on minimum or estimated tax, and including any interest, penalty, or addition thereto, in each case, imposed by a Governmental Authority.
Terminating Buyer Breach
has the meaning specified in
Section 10.1(c)
.
Terminating Seller Breach
has the meaning specified in
Section 10.1(b)
.
Termination Date
has the meaning specified in
Section 10.1(b)
.
Termination Fee
has the meaning specified in
Section 10.3(a)
.
The Deal India Private Limited
means The Deal India Private Limited, a private company limited by shares incorporated under the laws of India.
Transaction Bonus Agreements
means the cash award agreements entered into by Seller with Jeffrey Davis on May 18, 2018, with Cameron Ireland on June 8, 2018 (but only with respect to any Cash Award, Termination Payment, or, with respect to a termination prior to the Closing Date, enhanced redundancy payable thereunder), with Eric Shakun on May 18, 2018, with Dominick Sutton on June 8, 2018, with Neil Davies on June 8, 2018, and with Janice Gordine on June 8, 2018 (but only with respect to any Cash Award, Termination Payment or, with respect to a termination prior to the Closing Date, enhanced redundancy payable thereunder), and any other Benefit Plan which provides for payment or benefits based solely upon the consummation of the transactions contemplated by this Agreement.