Fairness Opinion has the meaning set forth in Section 4.22.
Fairness Opinions means the opinions of the Financial Advisors to the effect that, as of the date of such opinion and based upon and subject to the assumptions, procedures, factors, limitations and qualifications set forth therein, the Consideration to be received by the Company Shareholders under the Arrangement is fair, from a financial point of view, to such Company Shareholders.
Company Financial Advisor has the meaning set forth in Section 3.10.
Independent Financial Advisor means an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Borrower, qualified to perform the task for which it has been engaged and that is independent of the Borrower and its Affiliates.
Company Board Recommendation has the meaning set forth in Section 3.03(d).
Parent Recommendation has the meaning set forth in Section 5.2(b).
Financial Advisors has the meaning set forth in Section 4.26.
Financial Advisor has the meaning set forth in Section 3.6.
Independent Financial Adviser means an independent financial institution of international repute appointed by the Issuer at its own expense.
Company U.S. Counsel means Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, with offices located at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
Parent Board Recommendation has the meaning set forth in Section 5.12(a).
Company Circular means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Company Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.
Board Recommendation has the meaning ascribed thereto in Section 2.4(2).
Company Board means the Board of Directors of the Company.
Financial Adviser means any:
Change in Recommendation has the meaning set forth in Section 6.02(a).
Company Recommendation has the meaning set forth in Section 5.3(b).
Jefferies means Jefferies Finance LLC.
Xxxxx Fargo Securities means Xxxxx Fargo Securities, LLC.
Company Counsel means Xxxxxxxx LLP, with offices located at 000 Xxxxx Xxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000.
Special Committee means a committee of the Board of Managers of the Company comprised of two individuals, each of whom qualifies as an Independent Manager.
Second opinion means an opportunity or requirement to obtain a clinical evaluation by a provider other than the one originally making a recommendation for a proposed health service to assess the clinical necessity and appropriateness of the initial proposed health service.
Financial Monitoring Report or “FMR” means each report prepared in accordance with Section 4.02 of this Agreement;
Company SEC Documents has the meaning set forth in Section 3.04(a).
Company Adverse Recommendation Change shall have the meaning set forth in Section 5.3(c).
Adverse Recommendation Change has the meaning set forth in Section 6.02(d).