Parent Board Recommendation has the meaning set forth in Section 5.12(a).
Company Board Recommendation has the meaning set forth in Section 3.03(d).
Board Recommendation has the meaning ascribed thereto in Section 2.4(2).
Adverse Recommendation Change has the meaning assigned in Section 5.7(f).
Company Recommendation has the meaning set forth in Section 5.3(b).
Change in Recommendation has the meaning set forth in Section 6.02(a).
Change of Recommendation has the meaning set forth in Section 6.3(d).
Company Adverse Recommendation Change shall have the meaning set forth in Section 5.3(c).
Company Board means the Board of Directors of the Company.
Fairness Opinions means, collectively, the opinion of the Financial Advisor and the opinion of the Independent Financial Advisor to the effect that, as of the date of such opinions, and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Company Shareholders (other than the Purchaser and/or its affiliates) pursuant to the Arrangement is fair, from a financial point of view, to the Company Shareholders (other than the Purchaser and/or its affiliates).
Company Board of Directors means the board of directors of the Company.
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.
Recommendation means any change to a security’s price target or other type of recommendation in the case of an equity Covered Security, or any initial rating or rating change in the case of a fixed income Covered Security in either case issued by a Research Analyst.
Parent Board means the board of directors of Parent.
ECB Recommended Rate means a rate (inclusive of any spreads or adjustments) recommended as the replacement for €STR by the European Central Bank (or any successor administrator of €STR) and/or by a committee officially endorsed or convened by the European Central Bank (or any successor administrator of €STR) for the purpose of recommending a replacement for €STR (which rate may be produced by the European Central Bank or another administrator), as determined by the Issuer and notified by the Issuer to the Calculation Agent;
Fairness Opinion has the meaning set forth in Section 4.22.
MUSL Board means the governing body of the MUSL, which is comprised of the chief executive officer of each Party Lottery.
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.
Traditional member of the National Guard or federal reserves means an active member of the Selected Reserve subject to mobilization and deployment for which he or she attends monthly and annual training periods.
TO Financial Proposal means the TO Contractor’s financial response to the CATS+ TORFP dated date of TO Financial Proposal.
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;
Independent Financial Adviser means an independent financial institution of international repute appointed by the Company at its own expense.
Financial Proposal means the Contractor’s Financial Proposal dated (Financial Proposal date).
Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.
Medical Board means the North Carolina Medical Board.
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.