Proposed Charter means the proposed second amended and restated certificate of incorporation of Hennessy Capital, which will become the Company’s certificate of incorporation upon the approval of the Charter Proposals and the Business Combination Proposal and the consummation of the Business Combination. A copy of the proposed charter is attached hereto as Annex C .
Charter Amendment means the Certificate of Amendment to the Certificate of Incorporation, in the form attached hereto as Exhibit D.
Proposed Amendments means any consequential or related amendments to certain terms of the Note Standard Conditions (as defined in the Note Programme Memorandum), the Series Specific Provisions (as defined in the Standard Interpretation Provision (being Clause 1 of the Standard Provisions Document)), as set out in the Note Issue Supplement in relation to the Series Portfolio Services Agreement and the Series Liquidity Facility Agreement, certain other terms of the Series Liquidity Facility Agreement, the Series Mortgage LIBOR Hedge Agreement, the Series Currency Ab Hedge Agreement, the Series Currency Ac Hedge Agreement, the Series Currency Cb Hedge Agreement, the Series Currency Db Hedge Agreement and the Series Currency Eb Hedge Agreement (each as defined in the Note Issue Supplement), to effect the transition from LIBOR to Compounded Daily SONIA as more fully described in the Amendment Deed; and 11. agree that capitalised terms in this document where not defined herein shall have the meanings given to them in the Consent Solicitation Memorandum (a copy of which is available for inspection as referred to in the Notice)." In Respect of the EUR 28,000,000 Class Db Notes due June 2039
Restated Charter means the Company’s Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time.
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.
Certificate of Arrangement means the certificate of arrangement to be issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement;
Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.
Order Amendment means Our Authorised Order Amendment or series of Order Amendments, each Order Amendment having precedence over any earlier Order Amendment.
Mortgage Amendments as defined in Section 6.11(a).
Agreement and Plan of Merger has the meaning set forth in the first recital above.
Benchmark Amendments has the meaning given to it in Condition 3.5(d). “Benchmark Event” means:
Articles of Arrangement means the articles of arrangement of the Company in respect of the Arrangement required by the CBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably.
Merger Registration Statement means the registration statement, together with all amendments, filed with the SEC under the Securities Act for the purpose of registering the offer of shares of NBT Common Stock to be offered to holders of CNB Common Stock in connection with the Merger.
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.
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.
Proposed Change has the meaning assigned to such term in Section 9.02(c).
Company Charter Documents means the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement.
Certificate of Merger has the meaning set forth in Section 2.2.
Restructuring Transactions means the transactions described in Article IV.B of the Plan.
Required Vote has the meaning ascribed thereto in Section 2.2(b);
Articles of Amendment means the Articles of Amendment relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.
Amendments are any changes that are not specifically covered by the terms and conditions of the Centralized Contract, but inclusion is found to be in the best interest of the State. A request to change a contractual term and condition is an example of an amendment.
Plan of Conversion has the meaning given such term in Section 14.1.
Tender Offer Documents means the documents provided to the holders of the Auction Preferred Shares by or on behalf of the Fund in connection with the Tender Offer.
Restated Articles means a single document that incorporates the articles together with all amendments made to it;
Restated Certificate means the Company’s Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time.