Fairness Opinion has the meaning set forth in Section 4.22.
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).
Xxxxx Fargo Securities means Xxxxx Fargo Securities, LLC.
BofA Securities means BofA Securities, Inc.
Jefferies means Jefferies Finance LLC.
Financial Advisor has the meaning set forth in Section 3.6.
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.
Goldman means Xxxxxxx, Sachs & Co.
Securities Lending Agreement means an agreement under which a local agency agrees to transfer securities to a borrower who, in turn, agrees to provide collateral to the local agency. During the term of the agreement, both the securities and the collateral are held by a third party. At the conclusion of the agreement, the securities are transferred back to the local agency in return for the collateral.
Independent Financial Adviser means an independent financial institution of international repute appointed by the Company at its own expense.
Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.
Financial Adviser means any:
Portfolio Securities or "investments" of the Series shall mean, respectively, such assets, net assets, securities, portfolio securities or investments which are from time to time under the management of the Subadviser pursuant to this Agreement.
Company U.S. Counsel means Xxxxxx Xxxxxxx Xxxxxxx & Li LLC.
Goldman Sachs means Goldman, Sachs & Co.
Rule 144A Securities means all Initial Securities offered and sold to QIBs in reliance on Rule 144A.
Private Securities Transaction means any securities transaction relating to new offerings of securities which are not registered with the Securities and Exchange Commission, provided however that transactions subject to the notification requirements of Rule 3050 of the Financial Industry Regulatory Authority’s (FINRA) Conduct Rules, transactions among immediate family members (as defined in the interpretation of the FINRA Board of Governors on free-riding and withholding) for which no associated person receives any selling compensation, and personal securities transactions in investment company and variable annuity securities shall be excluded.
Blackstone means Blackstone Capital Partners V L.P. and its Affiliates.
Securities Financing Transactions Regulation means Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012;