Company Italian Counsel means Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx.
Company Italian Counsel means Gianni, Orrigani, Xxxxxx & Partners.
Company U.S. Counsel means Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, with offices located at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
Company Counsel means Xxxxxxxx LLP, with offices located at 000 Xxxxx Xxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 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 the firms of Xxxxxx Xxxxxxx LLP, and Xxxxxxxxxx Xxxxxxx LLP.
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.
Disclosure Counsel means the Special Counsel designated by the Corporation to be responsible for the drafting and delivery of the Corporation’s disclosure documents such as preliminary official statements, official statements, re-offering memorandums or private placement memorandums and continuing disclosure agreements.
Law firm means both of the following:
Foreign professional corporation means a professional corporation organized under laws other than the laws of this state.
Liaison Counsel means Xxxxxx Xxxx 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 law firm of Xxxxxxxxx Xxxxxxxx Xxxxxx & Xxxxxxxxx LLP.
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 Issuer 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 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 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 has 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 proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.
Defendants’ Counsel means Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxx of Xxxxxx Xxxxxx Xxxxxxxx LLP.
Borrower’s Counsel means Xxxxxx Xxxx Philips & Xxxxxxxx XXX, Xxxxxxx, Xxxxxxx or such other firm of legal counsel as the Borrowers may from time to time designate;