Required Consenting Noteholders means, as of the relevant date, the Consenting Noteholders then holding greater than fifty and one-tenth percent (50.1%) of the aggregate outstanding principal amount of Senior Notes Claims that are held by all Consenting Noteholders subject to the Restructuring Supporting Agreement as of such date.
unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.
Shareholder Agreements has the meaning set forth in the recitals to this Agreement.
Approved Share Plan means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the date hereof pursuant to which Ordinary Shares and standard options to purchase Ordinary Shares may be issued to any employee, officer, director or advisers for services provided to the Company in their capacity as such.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Required Consent has the meaning set forth in Section 4.4.
Company Shareholder Approval has the meaning set forth in Section 4.03(d).
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.
Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).
Lender Consent means any lender consent delivered by a Lender on the Closing Date in the form of Exhibit 4.1(a).
Superior Acquisition Proposal means a bona fide Acquisition Proposal made by a third party for one or more of the McNeil Partnerships which the general partner of each such McNeil Partnership determines in good faith to be more favorable to the limited partners of such McNeil Partnership from a financial point of view than the Mergers and the other transactions contemplated by this Agreement with respect to such McNeil Partnership, and which such general partner determines in good faith is reasonably likely to be consummated.
Share Exchange Agreement has the meaning specified in the Recitals.
Requisite Stockholder Approval has the meaning set forth in Section 3.2.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;
Required Company Stockholder Vote shall have the meaning set forth in Section 2.5.
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Shareholder Agreement has the meaning set forth in the Recitals.
Non-Conforming Plan of Reorganization means any Plan of Reorganization whose provisions are inconsistent with the provisions of this Agreement, including any plan of reorganization that purports to re-order (whether by subordination, invalidation, or otherwise) or otherwise disregard, in whole or part, the provisions of Article II (including the Lien priorities of Section 2.1), the provisions of Article IV, or the provisions of Article VI, unless such Plan of Reorganization has been accepted by the voluntary required vote of each class of ABL Claimholders and Note Claimholders.
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
Merger Agreement has the meaning set forth in the Recitals.
Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).
Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.
Bank Merger Agreement has the meaning set forth in Section 6.10.
Required Shareholder Approval has the meaning in Section 2.20.
Alternative Restructuring Proposal means any inquiry, proposal, offer, bid, term sheet, discussion, or agreement with respect to a sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving any one or more Company Parties or the debt, equity, or other interests in any one or more Company Parties that is an alternative to one or more of the Restructuring Transactions.