definiens: has the meaning set out in Clause 4.8 ; means completion of the sale and purchase of the Shares in accordance withClause 6 ; has the meaning given in Schedule 4 ; means the date on which Completion takes place in accordance with theterms of this Agreement ; means the deed between the Purchaser, the Seller and others relating toCompletion and other matters, effective as of the date hereof ; means the letter provided immediately before Completion fromthe Seller to the Purchaser in relation to the Seller Warranties repeated immediately beforeCompletion ; has the meaning set out at Clause 3.2.1 ; means the conditions set out in Schedule 2 ; has the meaning set out in Clause 3.13.3 ; means any license, permission, approval, clearance, permit, notice, consent, authorisation, waiver, grant, concession, agreement, certificate, exemption, order or registrationfrom any Governmental Authority or any other Person ; means an order by a Tribunal that a First - filed Dispute and a LaterDispute be resolved in the same arbitral proceedings ; means * * * ; has the meaning given in Clause 3.2A ; means the power of a Person to secure, directly or indirectly, ( whether by the holding ofshares, possession of voting rights or by virtue of any other power conferred by the articles ofassociation, constitution, partnership deed or other documents regulating another Person orotherwise ) that the affairs of such other Person are conducted in accordance with his or its wishesor the possession, directly or indirectly, of power of a Person to direct or cause the direction ofmanagement or policies ( whether through ownership of securities or partnership or otherownership interests, by contract or otherwise ) of such other Person, and and shall be construed accordingly ; * * * * * * or means:(a)with respect to any product purchased from a third party, the actual cost of acquisition(without mark - up ) ; * * * Denotes confidential information that has been omitted from this exhibit and filed separately with the Securitiesand Exchange Commission