Agrium Fairness Opinions means, collectively, the Barclays Fairness Opinion and the CIBC Fairness Opinion;
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).
Fairness Opinion has the meaning set forth in Section 4.22.
Financial Advisors has the meaning set forth in Section 4.26.
Company Financial Advisor has the meaning set forth in Section 3.10.
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.
Independent Financial Adviser means an independent financial institution of international repute appointed by the Company at its own expense.
Company U.S. Counsel means Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation.
Financial Adviser means any:
Company Circular means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Company Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.
Company Board Recommendation has the meaning set forth in Section 3.03(d).
Parent Board Recommendation has the meaning set forth in Section 5.11(a).
Jefferies means Jefferies Finance LLC.
Merger Registration Statement means the registration statement, together with all amendments, filed with the SEC under the Securities Act for the purpose of registering shares of NYB Common Stock to be offered to holders of Synergy Common Stock in connection with the Merger.
Parent Financial Statements has the meaning set forth in Section 4.6(a).
Special Committee means a committee of the Board of Managers of the Company comprised of two individuals, each of whom qualifies as an Independent Manager.
Placement Agent Agreement means that certain placement agent agreement dated as of the date hereof between the Company and the Placement Agent.
Exchange Agent Agreement has the meaning set forth in Section 2.5(a).
Tax Opinions means the opinions of Tax Advisors deliverable to OFC in connection with the Transactions.
Merger Agreement has the meaning set forth in the Recitals.
Company Board means the Board of Directors of the Company.
Board Recommendation has the meaning ascribed thereto in Section 2.4(2).
Legal Opinions has the meaning given to that term in subsection 6.1(k)(ii) hereto;
Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).