definiens: , shall have the meaning given to that term in Clause 6.1.3(3 ) to the Agreement ;, shall have the meaning given to that term in Clause 7.8.1 to the Agreement ;, Michigan Business Corporation Act, as amended ;, the merger of MergerSub with and into Bidder in accordance with Clause 8.5 ;, shall have the meaning given to that term in Clause 8.5.6 ;, shall have the meaning given to that term in Clause 8.5.2 ; provided that the Mergershall become effective substantially concurrently with the effectiveness of the Scheme, to the extent possible ;, shall have the meaning given to that term in the Preamble ;, shall have the meaning given to that term in Clause 7.4.3 ;, the counties of Antrim, Armagh, Derry, Down, Fermanagh and Tyrone on the island ofIreland ;, shall have the meaning given to that term in Clause 5.3.8 ;, the New York Stock Exchange ;, the Office of Inspector General of the United States Department of Health and Human Services ;, shall have the meaning given to that term in Clause 7.4.3 ;, articles of association, articles of incorporation, certificate of incorporation or by - laws or other equivalent organisational document, as appropriate ;, shall have the meaning given to that term inClause 6.2.1(2)(c ) ;, the Irish Takeover Panel ;, [COMPANY] and the Bidder and each a ; means the Pensions Act 1990 as amended ; or, an individual, group ( including a under Section 13(d ) of the Exchange Act),corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organisation orother entity or any Relevant Authority or any department, agency or political subdivision thereof ; 13, the sum of the ( i ) Cash Consideration and ( ii ) the product of ( x ) the ExchangeRatio and ( y ) the Closing Price ;, the petition to the High Court seeking the Court Order ;, shall have the meaning given to that term in Clause 6.1.1(3 ) ;, in relation to any person, any amount in respect of VAT which that person ( or a member ofthe same VAT Group as that person ) has incurred and in respect of which that person or any other member of thesame VAT Group as that person is entitled to a refund ( by way of credit or repayment ) from any relevant TaxAuthority pursuant to and determined in accordance with section 59 of the Value Added Tax Consolidation Act2010 and any regulations made under that Act ;, the Registrar of Companies in Dublin, Ireland as defined in Section 2 of the Act ;, shall have the meaning given to that term in Clause 6.1.18(2 ) ;, a regulatory information service as defined in the Takeover Rules ;, shall have the meaning given to that term in Clause 6.1.18(2 ) ;, shall have the meaning given to that term in Clause 6.1.19 ;, any Irish, United States, foreign or supranational, federal, state or local governmentalcommission, board, body, bureau, or other regulatory authority, agency, including courts and other judicial bodies, or any competition, antitrust or supervisory body or other governmental, trade or regulatory agency or body, securities exchange or any self - regulatory body or authority, including any instrumentality or entity designed toact for or on behalf of the foregoing, in each case, in any jurisdiction, including the Panel and the SEC ;, shall have the meaning given to that term in Clause 6.1.19 ;, in relation to any person, the directors, officers, employees, agents, investment bankers, financial advisors, legal advisors, accountants, brokers, finders, consultants or representatives of such person ;, the Court Meeting Resolutions, the EGM Resolutions, and such other resolutions to be proposed atthe EGM and Court Meeting required to effect the Scheme, which will be set out in the Scheme Document ;, shall have the meaning given to that term in Clause 9.2 ;, shall have the meaning given to that term in Clause 5.3.8 ;, the announcement in the Agreed Form to be made by the Parties pursuant to Rule 2.5of the Takeover Rules, a copy of which is annexed to this Agreement ;, shall have the meaning given to that term in Clause 6.1.4 ; or, the proposed scheme of arrangement under Section 201 of the Act andthe capital reduction under Sections 72 and 74 of the Act to effect the Acquisition pursuant to this Agreement, insuch terms and form consistent with the terms of this Agreement or as the Parties, acting reasonably, mutuallyagree, including any revision thereof as may be agreed between the Parties in writing ;, in respect of each [COMPANY] Share subject to the Scheme, the Cash Consideration and theShare Consideration, together with any cash in lieu of Fractional Entitlements ( if applicable ) ; 14, a document ( or the relevant sections of the Joint Proxy Statement comprising the schemedocument ) ( including any amendment or supplements thereto ) to be distributed to [COMPANY] Shareholders and to theholders of the [COMPANY] Options or [COMPANY] Share Awards for information only containing ( i ) the Scheme, ( ii ) the notice ornotices of the Court Meeting and EGM, ( iii ) an explanatory statement as required by Section 202 of the Act withrespect to the Scheme, ( iv ) such other information as may be required or necessary pursuant to the Act or theTakeover Rules and ( v ) such other information as [COMPANY] and the Bidder shall agree ;, the recommendation of the [COMPANY] Board that [COMPANY] Shareholders vote in favour of theResolutions ;, the United States Securities and Exchange Commission ;, the United States Securities Act of 1933, as amended ;, a number of Holdco Shares per [COMPANY] Share equal to the Exchange Ratio ;, a significant subsidiary as defined in Rule 1 - 02(w ) of Regulation S - X of the SecuritiesAct ;, means the agreement between [COMPANY] and the holder of an [COMPANY] Option that containsthe terms, conditions and restrictions pertaining to his or her [COMPANY] Option ;, in relation to any person, any corporation, partnership, association, trust or other form of legal entityof which such person directly or indirectly owns securities or other equity interests representing more than 50 % ofthe aggregate voting power ( provided that the Bidder Merger Parties shall be deemed to be Subsidiaries of theBidder for purposes of this Agreement ) ;, shall have the meaning given to that term in Clause 5.3.8 ;, shall have the meaning given to that term in Clause 8.5.1 ;, means an offer in accordance with Clause 3.6 for the entire issued share capital of [COMPANY] ( otherthan any [COMPANY] Ordinary Shares beneficially owned by the Bidder or any member of the Bidder Group ( if any))including any amendment or revision thereto pursuant to this Agreement, the full terms of which would be set outin the Takeover Offer Document ;, means, if following the date of this Agreement, the Bidder elects to implement theAcquisition by way of the Takeover Offer in accordance with Clause 3.6, the document to be despatched to ElanShareholders and others by the Bidder or Holdco containing, amongst other things, the Takeover Offer, theConditions ( save insofar as not appropriate in the case of a Takeover Offer ) and certain information about theBidder and [COMPANY] and, where the context so admits, includes any form of acceptance, election, notice or otherdocument reasonably required in connection with the Takeover Offer ;, the Irish Takeover Panel Act 1997 ( as amended ) ;, the European Communities ( Takeover Bids ( Directive 2004/25 / EC ) ) Regulations 2006 ;, the Irish Takeover Panel Act 1997 ( as amended ), Takeover Rules, 2007, as amended ;, the Tel Aviv Stock Exchange ; ( or and, with correlative meaning, the term ) means all national, federal, state, local orother Taxes imposed by the United States, Ireland, and any other Relevant Authority or Tax Authority, including, without limitation, income, gain, profits, windfall profits, franchise, gross receipts, environmental, customs duty, capital stock, severances, stamp, payroll, universal social charge, pay related social 15insurance and other similar contributions, sales, employment, unemployment, disability, use, property, gift tax, inheritance tax, unclaimed property, escheat, withholding, excise, production, value added, goods and services, trading, occupancy and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties, surcharges and additions imposed with respect to such amounts and any interest in respect of suchpenalties and additions, whether disputed or not ; means any Relevant Authority responsible for the assessment, collection or enforcement of lawsrelating to Taxes or for making any decision or ruling on any matter relating to Tax ( including, without limitation, the U.S. Internal Revenue Service and the Irish Revenue Commissioners ) ; means any returns and reports ( including elections, declarations, disclosures, schedules, estimatesand information returns ) filed or required to be filed with a Tax Authority relating to Taxes, including anyattachment thereto and any amendment thereof ;, shall have the meaning given to that term in Clause 7.12.1 ; that certain Asset Purchase Agreement, dated as of February 5, 2013, by and among ElanPharma, [COMPANY] LLC and Biogen Idec . ;,, or, United States dollars, the lawful currency of the United States of America ; or, the United States, its territories and possessions, any State of the United States and theDistrict of Columbia, and all other areas subject to its jurisdiction ;, U.S. generally accepted accounting principles ;, any Tax imposed by any member state of the European Community in conformity with the Directive of theCouncil of the European Union on the common system of value added tax ( 2006/112 / EC ) ; and, a group as defined in Section 15 of the Value Added Tax Consolidation Act 2010