140 definition

140. Transferred Fastener Subsidiaries" shall mean those subsidiaries of the Parent (including Newco California) the capital stock or membership interests, as the case may be, of which are being transferred directly or indirectly by the Sellers to the Buyer, each of which is listed on Schedule 1.140.

140. MINDREADY" has the meaning set forth in Section 5.31.

140 subsidiary" or "subsidiaries" of the Company, the Surviving Company, Parent or any other person means (i) a corporation or other entity in which the Company, the Surviving Company, Parent or such other person, as the case may be, owns, directly or indirectly, 50% or more of the shares of capital stock or other securities having ordinary voting power to elect the board of directors or any similar governing body or (ii) any partnership, limited liability company or other unincorporated entity of which the Company, the Surviving Company, Parent or such other person, as the case may be, is the general partner or of which it owns, directly or indirectly, securities or other ownership interests which entitle them to receive more than 50% of the distributions made by such partnership, limited liability company or other entity.

More Definitions of 140

140. TOTAL DEBT" means, as of any date of determination, the sum of (i) the aggregate principal amount of all Debt of the Restricted Group then outstanding other than Debt owing by a member of the Restricted Group to another member thereof (and for greater certainty, includes any Debt of an Unrestricted Subsidiary Guaranteed by any member of the Restricted Group) on a Consolidated basis, plus (ii) the greater of (a) the stated value of all preferred shares, or (b) the voluntary or involuntary liquidation value of all preferred shares, as issued by a member of the Restricted Group then outstanding (other than any such preferred shares held by another member of the Restricted Group), less (iii) the Available Cash as of such date;

140. Reference Bank" shall mean Wachovia Bank, National Association, or such other bank as Agent may from time to time designate.

140. Proportionate Share"................................................32 1.1.141 "Purchase Money Arrangements" .......................................32 1.1.142 "Qualifying Income" .................................................32 1.1.143 "Quarterly Reporting Certificate" ...................................32 1.1.144 "Register"...........................................................32 1.1.145 "Release" ...........................................................33 1.1.146 "Refinanced Intercorporate Debt" ....................................33 1.1.147 "Refinanced Intercorporate Encumbrances" ............................33 1.1.148 "Repurchase Encumbrance" ............................................33 1.1.149 "Restricted Parties" ................................................33 1.1.150 "Restricted Party Supplemental Agreement" ...........................33 1.1.151 "Restricted Party Shareholder Agreements" ...........................33 1.1.152 "Restricted Party Purchase Agreements" ..............................34 1.1.153 "Revolving Credit Sublimits" ........................................34 1.1.154 "Schedule 1 BA Discount Rate" .......................................34 1.1.155 "Schedule 1 BA Lender" ..............................................34 1.1.156 "Schedule 1 BA Reference Lenders"....................................34 1.1.157 "Schedule 1 Reference Lenders" ......................................34 1.1.158 "Schedule 2 BA Discount Rate" .......................................34 1.1.159 "Schedule 2 BA Lender" ..............................................34 1.1.160 "Schedule 2 BA Reference Lenders" ...................................34 1.1.161 "Schedule 2 Reference Lenders" ......................................35 1.1.162 "Scotiabank" ........................................................35 1.1.163 "Security" ..........................................................35 1.1.164 "Senior Debt" .......................................................35 1.1.165 "Senior Debt Ratio" .................................................35 1.1.166 "Shareholder"........................................................35 1.1.167 "Solvent"............................................................35 1.1.168 "Spot Rate" .........................................................35 1.1.169 "Subordinated Shareholder Debt" .....................................35 1.1.170 "Subordinated Shareholder Note" .....................................36 1.1.171 "Subscription Agreeme...

140. Any assignment of Inventions required by this Agreement does not apply to an Invention for which no equipment, supplies, facilities or trade secret information of the Company was used and which was developed entirely on the employee's own time, unless (a) the Invention relates (i) directly to the business of the Company or (ii) to the Company's actual or demonstrably anticipated research or development, or (b) the Invention results from any work performed by the employee for the Company.

140. “Public Official” means (a) any official, officer, employee, or representative of, or any Person acting in an official capacity for or on behalf of, any regional, federal, state, provincial, county, or municipal government or government department, agency, or other division, or any other Governmental Entity; (b) any officer, employee, or representative of any commercial enterprise that is owned or controlled by a government, including any state-owned or controlled veterinary, laboratory, or medical facility; (c) any officer, employee, or representative of any public international organization, such as the International Monetary Fund, the United Nations, or the World Bank; (d) any political party or party official or candidate for political office; or (e) any person acting in an official capacity for any government or Governmental Entity, or other government entity, enterprise, or organization identified above. 1.141 “Publication” has the meaning set forth in Section 11.5 (Publications). 1.142 “Receiving Party” has the meaning set forth in Section 11.1.1 (Duty of Confidence). 1.143 “Regulatory Approval” means, (a) with respect to Japan, approval by the PMDA of the Japan New Drug Application Marketing Authorization (“MA”) and (b) with respect to any other particular country or other regulatory jurisdiction, any approval of a MAA or other approval, product, or establishment license, registration, or authorization of any Regulatory Authority necessary for the commercial marketing or sale of a pharmaceutical or biologic product in such country or other regulatory jurisdiction, excluding, in each case, Reimbursement Approval. 1.144 “Regulatory Authority” means any applicable Governmental Authority with jurisdiction or authority over the Development, Manufacture, Commercialization, or other Exploitation (including Regulatory Approval or Reimbursement Approval) of pharmaceutical or biologic products in a particular country or other regulatory jurisdiction, including the PDMA, the Japanese Ministry of Healthy, Labor and Welfare, the FDA, the European Medicines Agency, and any corresponding national or regional regulatory authorities. 1.145 “Regulatory Exclusivity” means any exclusive marketing rights or exclusivity rights or protection conferred by any Regulatory Authority with respect to a pharmaceutical or biologic product in Japan, but in all cases excluding Patent Rights and Patent Term Extensions. 1.146 “Regulatory Milestone Event” has the meaning set forth in...

140. Sharing Percentage" shall mean (i) with respect to any ------------------ Preferred Partnership Interest held by a Partner, the Preferred Sharing Percentage listed on Schedule A and (ii) with respect to any Common Partnership ---------- Interest held by a Partner, the Common Sharing Percentage listed on Schedule A. ----------

140. Total Term Loan Commitment" shall mean, at any time, the sum of the Term Loan Commitments of each Bank.