Fairness Opinion has the meaning set forth in Section 4.22.
Goldman Sachs means Goldman, Sachs & Co.
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.
Goldman means Xxxxxxx, Sachs & Co.
Financial Advisor has the meaning set forth in Section 3.6.
Financial Advisors has the meaning set forth in Section 4.26.
Financial Adviser means any:
Jefferies means Jefferies Finance LLC.
Xxxxx Fargo Securities means Xxxxx Fargo Securities, LLC.
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.
Barclays Capital is a reference to Barclays Capital, the investment banking division of Barclays Bank PLC;
Independent Financial Adviser means an independent financial institution of international repute appointed by the Company at its own expense.
Morgan Stanley Broker means a broker-dealer affiliated with Morgan Stanley.
Barclays means Barclays Bank PLC.
Company Financial Advisor has the meaning set forth in Section 3.10.
Morgan Stanley Morgan Stanley, a Delaware corporation.
RBC means Royal Bank of Canada.
CGMI means Citigroup Global Markets Inc.
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.
Investment Bank means a non-deposit taking institution licensed by the Authority to advise on offers of securities to the public or a section of the public, takeovers, mergers, acquisitions, corporate restructuring involving companies listed or quoted on a securities exchange, privatisation of companies listed or to be listed on a securities exchange or underwriting of securities issued or to be issued to the public and to engage in the business of a stockbroker or dealer;
Blackstone means Blackstone Capital Partners V L.P. and its Affiliates.
LLC means Limited Liability Company.
Financial Monitoring Report or “FMR” means each report prepared in accordance with Section 4.02 of this Agreement;
BofA Securities means BofA Securities, Inc.
GS shall have the meaning assigned to such term in the preamble to this Agreement.
DBSI means Deutsche Bank Securities Inc.