Board Representative has the meaning set forth in Section 4.18.
Company Financial Advisor has the meaning set forth in Section 3.10.
Parent Board Recommendation has the meaning set forth in Section 5.12(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.
Parent Board means the board of directors of Parent.
Company Board of Directors means the board of directors of the Company.
Company Board Recommendation has the meaning set forth in Section 3.03(d).
SAP Parent means SAP SE, a European Company (Societas Europaea, SE) established under the laws of Germany and the European Union, registered with the commercial register of the local court of Mannheim, Germany, under HRB 719915, with registered office in Walldorf, Germany, and business address at Dietmar-Hopp-Allee 16, 69190 Walldorf, Germany.
Change in Control of the Corporation means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.
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.
Bank Board means the Board of Directors of the Bank.
Noncustodial parent means a person who, at the time of the commencement of court proceedings in the sending state, does not have sole legal custody of the child or has joint legal custody of a child, and who is not the subject of allegations or findings of child abuse or neglect.
Independent Financial Adviser means an independent financial institution of international repute appointed by the Company at its own expense.
CBC means the Collective Bargaining Committee
Parent means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.
Financial Advisor has the meaning set forth in Section 3.6.
Company Board means the Board of Directors of the Company.
Financial Sponsor means any Person, including any Subsidiary of such Person, whose principal business activity is acquiring, holding, and selling investments (including controlling interests) in otherwise unrelated companies that each are distinct legal entities with separate management, books and records and bank accounts, whose operations are not integrated with one another and whose financial condition and creditworthiness are independent of the other companies so owned by such Person.
Nomination Committee means the nomination committee of the Board established in accordance with Article 116;
Lazard means Lazard & Co., Limited;
Custodial parent means a parent awarded custody by a court decree. In the absence of a court decree, it is the parent with whom the child resides more than one half of the calendar year without regard to any temporary visitation.
CBI means Central Bureau of Investigation
Board Recommendation has the meaning ascribed thereto in Section 2.4(2).
Jefferies means Jefferies Finance LLC.
NCB means National City Bank, a national banking association, together with its successors and assigns.
Subsidiary of the Company means any foreign or U.S. domestic corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.