Company Board Recommendation has the meaning set forth in Section 3.03(d).
Company Recommendation has the meaning set forth in Section 5.3(b).
Parent Board Recommendation has the meaning set forth in Section 5.11(a).
Board Recommendation has the meaning ascribed thereto in Section 2.4(2).
Adverse Recommendation Change shall have the meaning set forth in Section 5.03(d).
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).
Change in Recommendation has the meaning set forth in Section 6.02(a).
Company Board means the Board of Directors of the Company.
Purchaser Board means the board of directors of the Purchaser.
Fairness Opinion has the meaning set forth in Section 4.22.
Merger Sub Board means the board of directors of Merger Sub.
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.
Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.
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.
Parent Shareholder Approval means the approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.
Required Shareholder Approval has the meaning in Section 2.20.
Company Shareholder Approval has the meaning set forth in Section 4.03(d).
Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).
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).
Alternative Transaction Proposal means any offer, inquiry, proposal or indication of interest, written or oral (whether binding or non-binding and other than an offer, inquiry, proposal or indication of interest by Parent or an Affiliate of Parent), relating to an Alternative Transaction.
Company Shareholder Meeting has the meaning specified in Section 8.2(b).
Business Combination Proposal has the meaning set forth in Section 5.8.
Company Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Acquisition Proposal has the meaning set forth in Section 5.03(a).