This excerpt taken from the ABII 10-Q filed Dec 20, 2007.
Registration Statement means the registration statement on Form 10 initially filed by New Alpha with the SEC on August 9, 2007, as amended or supplemented.
Related Party Agreements means any Contract between any member of the Alpha Group or any PSS Entity, or any equityholder, director, or officer thereof, on the one hand, and any member of the Generico Group, on the other hand, other than the Transaction Agreements and the Holding Company Merger Agreement, and any Contract expressly contemplated thereby to be entered into by any member of the Generico Group, on the one hand, and any member of the Alpha Group, on the other hand.
Representative means, with respect to any Person, its officers, directors, employees, consultants, agents, advisors and other representatives.
Schaumburg Facility means the administrative offices located at 1501 E. Woodfield Road, Suites 300E, 300S, 310S and 210E, Schaumburg, Illinois 60173.
SEC means the Securities and Exchange Commission.
Securities means all short-term and long-term investments, bankers acceptances, shares of stock and other equity securities, notes, bonds, debentures, evidence of indebtedness, certificate of interest or participation in any limited liability company or partnership, collateral-trust certificates, puts, calls, straddles, options, investment contracts, voting trust and certificates and other securities of any kind.
Share Distribution has the meaning set forth in the recitals to this Agreement.
Shared Policies means all Policies that include any member of the Generico Group and/or any or all of the Generico Business within the definition of the named insured or the scope of coverage.
Subsidiary means, when used with respect to any Person, any corporation or other organization, whether incorporated or unincorporated, at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the Board of Directors or other body performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries.
Tax and Taxes (and, with correlative meaning, Taxes and Taxable) means any tax, including (i) any federal, state, municipal, county, local, foreign or other Governmental Entity net income, gross income, receipts, windfall profit, severance, real, personal, tangible, escheatable, unclaimed or abandoned property, goods and services, value added, estimated, capital stock, production, sales, use, license, excise, franchise, employment, unemployment, social security, payroll, withholding, alternative or add-on minimum, ad valorem, transfer, stamp, or environmental tax, or any other tax, customs, duty or other like assessment or charge of any kind whatsoever, together with any interest or penalty, addition to tax or additional amount imposed by any Governmental Entity, including any fines, penalties or interest arising under ERISA; and (ii) any liability for payments of a type described in clause (i) as a result of being or having been a member of an affiliated, consolidated, combined, unitary or similar group, or under a tax sharing, tax allocation, tax indemnity or other agreement, or as a result of being liable for another Persons taxes as a transferee or successor, by contract or otherwise.
Tax Allocation Agreement means the Tax Allocation Agreement, to be dated as of the date hereof, by and among New Alpha, LLC, New Alpha, Generico and Gholdco in connection with the Share Distribution, as it may be amended from time to time.
Tax-Free Status means the qualification of (i) the Alpha Contribution, the Cash Contribution and the Share Distribution as a tax-free reorganization described in Section 368(a)(1)(D) of the Code and (ii) the Share Distribution as a transaction qualifying for nonrecognition treatment under Sections 355(a) and 361(c) of the Code, in which (A) each of Gholdco, New Alpha, LLC, New Alpha, and their respective Affiliates recognize no income or gain, and (B) no income or gain is recognized by (and no amount is included in the income of) the holders of Gholdco Common Stock upon the receipt of shares of common stock of New Alpha pursuant to the Share Distribution.
Third Party Claim has the meaning set forth in Section 4.06(a).
Trade Secrets means trade secrets and confidential technical information, including ideas, research and development, know-how, formulas, technology, compositions, analytical methodologies, manufacturing and production equipment and processes, techniques and all copies and tangible embodiments of the foregoing.
Transaction Agreements means collectively, this Agreement, the Employee Matters Agreement, the Tax Allocation Agreement, the Transition Services Agreement, the Manufacturing Agreement, Facility Lease Agreements, the Warehouse Services Agreement and the other agreements, if any, entered into or to be entered into in connection with the Transactions.
Transaction Payables means all expenses to be paid by the Generico Parties and the Alpha Parties pursuant to Section 8.05 and Section 3.01(j)(vi) of this Agreement.
Transition Services Agreement means the Transition Services Agreement, dated as of the date hereof, by and between New Alpha, LLC and Generico, as it may be amended from time to time.
Warehouse Services Agreement means the Warehouse Services Agreement, to be dated as of the date hereof, between New Alpha, LLC and Generico, as it may be amended from time to time.