Base Merger Consideration has the meaning set forth in Section 3.1(a).
Cash Merger Consideration has the meaning set forth in Section 2.2(a).
Merger Closing means the “Closing” as defined in the Merger Agreement.
Parent SEC Documents has the meaning set forth in Section 4.6(a).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.
Parent SEC Reports has the meaning set forth in Section 4.5(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Acquisition and Construction Fund means the fund so designated in, and created pursuant to, Section 502 hereof.
Company Charter means the Amended and Restated Certificate of Incorporation of the Company, as amended.
Company Charter Documents means the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
TBCA means the Texas Business Corporation Act.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
EC Merger Regulation means Council Regulation (EC) No 139/2004 of January 20, 2004 on the control of concentrations between undertakings, as amended.
Control share acquisition means the acquisition by any Person of Beneficial Ownership of shares of the Trust, which, but for the provisions of this Article XIII, would have voting rights and which, when added to all other shares of the Trust beneficially owned by such Person (including shares otherwise included in the categories enumerated in Section 1(c)(2)(i) through (vi) below), would entitle such Person, upon acquisition of such shares, to vote or direct the voting of shares of the Trust having voting power in the election of Trustees (except for elections of Trustees by preferred shareholders of the Trust voting as a separate class) within any of the following ranges of such voting power:
Continuing Disclosure Certificate means that certain Continuing Disclosure Certificate executed by the District and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Merger Agreement has the meaning set forth in the Recitals.
Financial Consequences means a financial sanction imposed for an anti-doping rule violation or to recover costs associated with an anti-doping rule violation; and
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Holding Limit Event means, assuming the investor is the Issuer and/or any of its affiliates, the Issuer together with its affiliates, in aggregate hold, an interest in the Underlying Stock, constituting or likely to constitute (directly or indirectly) ownership, control or the power to vote a percentage of any class of voting securities of the Underlying Stock, of the Underlying Stock in excess of a percentage permitted or advisable, as determined by the Issuer, for the purpose of its compliance with the Bank Holding Company Act of 1956 as amended by Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Volcker Rule), including any requests, regulations, rules, guidelines or directives made by the relevant governmental authority under, or issued by the relevant governmental authority in connection with, such statutes.
Community Charter means the Community Charter, S.B.C. 2003, c. 26, as may be amended or replaced from time to time;
Share Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Company Certificate means the Amended and Restated Certificate of Incorporation of the Company as in effect on the date hereof.