Advisor Effective Time means the date of renewal of the Offering Documents of the RBC Advisor Canadian Bond Fund and the RBC North American Dividend Fund in the 2003 calendar year;
Merger Effective Time shall have the meaning assigned to the term “Effective Time” in the Merger Agreement.
Distribution Effective Time means 12:01 a.m., Eastern time, on the Distribution Date.
Effective Time has the meaning set forth in Section 2.2.
First Effective Time has the meaning specified in Section 2.02.
Second Effective Time has the meaning specified in Section 2.02.
Merger Effective Date means the date on which the Merger is consummated.
SEC Effective Date means the date the Registration Statement is declared effective by the Commission.
Termination Time means the time at which the right to exercise Rights shall terminate pursuant to Section 5.1.
SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”
Transfer Effective Date shall have the meaning set forth in each Commitment Transfer Supplement.
Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).
Parent RSU means each restricted stock unit representing the right to vest in and be issued shares of Parent Common Stock by Parent, whether granted by Parent pursuant to a Parent Equity Plan, assumed by Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested.
Resignation Effective Date has the meaning specified in Section 9.06(a).
Special Distribution Date means, with respect to any Special Payment, the Business Day chosen by the Subordination Agent pursuant to Section 2.04(a) for the distribution of such Special Payment in accordance with this Agreement.
Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Good Standing); Section 3.2 (Corporate Power; Enforceability); Section 3.3(a) (Company Board Approval); Section 3.3(b) (Anti-Takeover Laws); Section 3.4 (Requisite Stockholder Approvals); Section 3.5(a) (Non-Contravention); Section 3.7 (Company Capitalization); and Section 3.25 (Brokers).
Transition Effective Date has the meaning set forth in Section II.D.3.
Merger Agreement has the meaning set forth in the Recitals.
Merger Sub 1 has the meaning set forth in the Preamble.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Specified Merger Agreement Representations such of the representations made by the Target with respect to the Target and its Subsidiaries in the Merger Agreement as are material to the interests of the Lenders and the Joint Bookrunners (in their capacities as such), but only to the extent that the Borrower (or its Affiliates) has the right to terminate the Borrower’s (or such Affiliate’s) obligations under the Merger Agreement or the right to decline to consummate the Merger as a result of a breach of such representations in the Merger Agreement.
SpinCo shall have the meaning set forth in the Preamble.
Required Effective Date means the relevant Initial Required Effective Date or Increased Required Effective Date (as those terms are defined below).
Make-Whole Fundamental Change Effective Date means (A) with respect to a Make-Whole Fundamental Change pursuant to clause (A) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (B) with respect to a Make-Whole Fundamental Change pursuant to clause (B) of the definition thereof, the applicable Redemption Notice Date.
Parent Intervening Event means any event, change, occurrence or development that is unknown and not reasonably foreseeable to the Parent Board as of the date of this Agreement, or if known or reasonably foreseeable to the Parent Board as of the date of this Agreement, the material consequences of which were not known or reasonably foreseeable to the Parent Board as of the date of this Agreement; provided, that the receipt, existence or terms of a Parent Alternative Proposal shall not be deemed to be a Parent Intervening Event hereunder.
Merger Sub 2 shall have the meaning given in the Recitals hereto.
Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.