Parent Recommendation Change Notice has the meaning set forth in Section 5.3(d)(i).
Parent Recommendation Change Notice has the meaning assigned to such term in Section 5.3(f)(i) of the Agreement.
Parent Recommendation has the meaning set forth in Section 5.2(b).
Adverse Recommendation Change has the meaning set forth in Section 6.02(d).
Board Recommendation has the meaning ascribed thereto in Section 2.4(2).
Change in Recommendation has the meaning set forth in Section 6.02(a).
Company Board Recommendation has the meaning set forth in Section 3.03(d).
Change of Recommendation has the meaning set forth in Section 6.3(d).
Parent Board Recommendation has the meaning set forth in Section 5.12(a).
Company Recommendation has the meaning set forth in Section 5.3(b).
Company Adverse Recommendation Change shall have the meaning set forth in Section 5.3(c).
Fundamental Change Notice has the meaning specified in Section 3.05(b).
Fundamental Change Company Notice shall have the meaning specified in Section 15.02(c).
Change Notice is defined in Section 3.5(a) of this Agreement.
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;
Parent Acquisition Proposal means any offer or proposal for a merger, reorganization, recapitalization, consolidation, share exchange, business combination or other similar transaction involving Parent or any of its Subsidiaries or any proposal or offer to acquire, directly or indirectly, securities representing more than 20% of the voting power of Parent or more than 20% of the assets of Parent and its Subsidiaries taken as a whole, other than the Combination contemplated by this Agreement.
Consent Solicitation Statement means the consent solicitation statement included as part of the Registration Statement with respect to the solicitation by the Company of the Company Stockholder Approval.
Acquisition Proposal has the meaning set forth in Section 5.03(a).
Fundamental Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).
Company Board means the Board of Directors of the Company.
Alternative Transaction Proposal means any proposal, offer, inquiry or contact with respect to an Alternative Transaction.
Form of Fundamental Change Repurchase Notice means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.
Superior Proposal Notice has the meaning specified in Section 5.4(1)(c).
Business Combination Proposal has the meaning set forth in Section 5.8.
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.
Superior Offer Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to purchase more than 50% of the outstanding shares of Company Common Stock on terms that the board of directors of the Company determines, in its reasonable judgment, based upon the written advice of its financial advisor, to be more favorable to the Company's shareholders than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely to be obtained by such third party on a timely basis.
Transaction Proposal has the meaning specified in Section 8.02(c).
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.