MEDICINES CO /DE filed this form 8-K on 4 Dec 2017
“Closing Date Working Capital Excess” means the amount, if any, by which the Closing Date Working Capital is in excess of the Target Working Capital Amount.
“Closing Date Working Capital Shortfall” means the amount, if any, by which the Closing Date Working Capital is less than the Target Working Capital Amount.
“Closing Payment” has the meaning set forth in Section 2.6(a)(i).
“Closing Statement” has the meaning set forth in Section 3.3(a).
“Closing Stock Consideration” has the meaning set forth in Section 2.6(a)(i).
“Code” means the United States Internal Revenue Code of 1986, as amended.
“Commitment Letters” has the meaning set forth in Section 5.12.
“Confidentiality Agreement” means the Confidentiality Agreement, dated October 24, 2017, by and between Seller Parent and Buyer relating to certain confidentiality obligations, as amended.
“Consent” means any consent, approval, ratification, authorization, waiver, grant, agreement, license, certificate, exemption, order, registration, declaration, filing or notice of, with or to any Person.
“Consolidated Tax Returns” means any Tax Returns with respect to Consolidated Taxes.
“Consolidated Taxes” means all federal, state, provincial, local or foreign income Taxes that are paid on an affiliated, consolidated, combined, unitary or similar basis with respect to Tax Returns that include one or more members of the Transferred Group, on the one hand, and Seller Parent or any of its Affiliates (other than any members of the Transferred Group), on the other hand.
“Contingent Payment Contracts” means all Contracts to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with the Business or the Products, which Contracts are identified on Schedule 1.1(e).
“Continuing Employee” has the meaning set forth in Section 7.1.
“Contract” means any written or oral contract, agreement, lease, instrument, note, indenture, mortgage, guarantee, bond, legally binding commitment, license or sublicense.
“Copyrights” has the meaning set forth in the definition of “Intellectual Property.”
“Current Assets” means the current assets of the Transferred Group and any other Transferred Assets constituting current assets as determined in accordance with the Accounting