BCA means the Business Corporations Act (British Columbia).
Merger Subsidiary has the meaning set forth in the preamble to this Agreement.
Merger Sub has the meaning set forth in the Preamble.
Acquisition Sub shall have the meaning set forth in the Preamble.
MergerSub shall have the meaning set forth in the Recitals.
Merger Subs has the meaning set forth in the preamble.
CCC means Customer Care Centre
Merger Sub 1 has the meaning set forth in the Preamble.
Merger Sub 2 has the meaning set forth in the Preamble.
MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.
SCC means the Special Conditions of Contract.
Merger Sub Board means the board of directors of Merger Sub.
Merger Sub I has the meaning set forth in the Preamble.
Subco means 4123212 Canada Ltd., an indirect, wholly-owned subsidiary of Fording with no material assets or liabilities, existing under the laws of Canada;
Acquisition Subsidiary means (a) any Subsidiary of the Borrower that is formed or acquired after the Closing Date in connection with Permitted Acquisitions, provided that at such time (or promptly thereafter) the Borrower designates such Subsidiary an Acquisition Subsidiary in a written notice to the Administrative Agent, (b) any Restricted Subsidiary on the Closing Date subsequently re-designated as an Acquisition Subsidiary by the Borrower in a written notice to the Administrative Agent, provided that such re-designation shall be deemed to be an investment on the date of such re-designation in an Acquisition Subsidiary in an amount equal to the sum of (i) the net worth of such re-designated Restricted Subsidiary immediately prior to such re-designation (such net worth to be calculated without regard to any Guarantee provided by such re-designated Restricted Subsidiary) and (ii) the aggregate principal amount of any Indebtedness owed by such re-designated Restricted Subsidiary to the Borrower or any other Restricted Subsidiary immediately prior to such re-designation, all calculated, except as set forth in the parenthetical to clause (i), on a consolidated basis in accordance with GAAP, and (c) each Subsidiary of an Acquisition Subsidiary; provided, however, that (i) at the time of any written re-designation by the Borrower to the Administrative Agent of any Acquisition Subsidiary as a Restricted Subsidiary, the Acquisition Subsidiary so re-designated shall no longer constitute an Acquisition Subsidiary, (ii) no Acquisition Subsidiary may be re-designated as a Restricted Subsidiary if a Default or Event of Default would result from such re-designation and (iii) no Restricted Subsidiary may be re-designated as an Acquisition Subsidiary if a Default or Event of Default would result from such re-designation. On or promptly after the date of its formation, acquisition or re-designation, as applicable, each Acquisition Subsidiary (other than an Acquisition Subsidiary that is a Foreign Subsidiary) shall have entered into a tax sharing agreement containing terms that, in the reasonable judgment of the Administrative Agent, provide for an appropriate allocation of tax liabilities and benefits.
SoftBank means SoftBank Group Corp., a Japanese kabushiki kaisha.
CAC means Caesars Acquisition Company, a Delaware corporation, which is a non-Debtor.
BVI means the British Virgin Islands.
Merger Sub II has the meaning set forth in the Preamble.
Holdco means Station Holdco LLC, a Delaware limited liability company.
Public Shareholders means the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.
Acquisition Co has the meaning set forth in the first paragraph of this Agreement.
PubCo has the meaning set forth in the Preamble.
Overseas Shareholders means Cambian Shareholders (or nominees of, or custodians of trustees for, Cambian Shareholders) not resident in, or nationals or citizens of the United Kingdom
Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;
Acquisition Corp. shall have the meaning given to such term in the preamble to this Agreement.