Company Italian Counsel means Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx.
Company Italian Counsel means Gianni, Orrigani, Xxxxxx & Partners.
Company U.S. Counsel means Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation.
Company Counsel means Xxxxxxxxxx PLLC, with offices located at 0000 Xxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000.
Purchaser Counsel has the meaning set forth in Section 6.2(a).
Tax Counsel shall have the meaning set forth in Section 6.2 hereof.
Co-Lead Counsel means collectively Xxxxx X. Xxxxx of Xxxxxxxxx Xxxxxxx Xxxxx PLLP and Xxxxxxxx X. Xxxxxxx of Xxxxx Xxxxxx London & Millen LLC.
Plaintiffs’ Counsel means Lead Counsel and all other legal counsel who, at the direction and under the supervision of Lead Counsel, performed services on behalf of the Settlement Class in the Action.
Law firm means both of the following:
Liaison Counsel means Ajamie LLP.
Independent Tax Counsel means a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation tax law, who shall be selected by the Board, and whose fees and disbursements shall be paid by the Company.
Lead Counsel means The Rosen Law Firm, P.A.
Purchaser’s Counsel means Xxxxxx Xxxxxx Xxxxxxx LLP.
Seller’s Counsel has the meaning set forth in Section 10.13(a).
Independent Financial Adviser means an independent financial institution of international repute appointed by the Company at its own expense.
Counsel means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, which may or may not be counsel for the Corporation;
Independent Financial Advisor means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged.
Company Acquisition Transaction means any transaction or series of transactions involving:
Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).
Placement Agent Counsel means Pxxxx Cxxxxxx LLP with offices located at 7 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Private Letter Ruling shall have the meaning set forth in the Recitals.
Defense Counsel means Xxxxxx, Xxxxx & Xxxxxxx LLP.
Special Legal Counsel means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither presently is, or in the past two years has been, retained to represent (i) the Indemnitor or the Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.
Company Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.
Defendants’ Counsel means Xxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx of Xxxxxxx Xxxxxxxxx, P.C.