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).
Jefferies means Jefferies Finance LLC.
Xxxxx Fargo Securities means Xxxxx Fargo Securities, LLC.
Goldman means Xxxxxxx, Sachs & Co.
Financial Advisor has the meaning set forth in Section 3.6.
Financial Adviser means any:
Barclays shall have the meaning assigned to such term in the preamble to this Agreement.
Financial Advisors has the meaning set forth in Section 4.26.
Morgan Stanley Morgan Stanley, a Delaware corporation.
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.
Company Financial Advisor has the meaning set forth in Section 3.10.
Independent Financial Adviser means an independent financial institution of international repute appointed by the Company at its own expense.
RBC means Royal Bank of Canada.
Goldman Sachs means Goldman, Sachs & Co.
BofA means Bank of America, N.A.
Barclays Capital is a reference to Barclays Capital, the investment banking division of Barclays Bank PLC;
CGMI means Citigroup Global Markets Inc.
DBSI means Deutsche Bank Securities Inc.
Company U.S. Counsel means Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation.
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.
BofA Securities means BofA Securities, Inc.
Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.
Company Board means the Board of Directors of the Company.
Placement Agent Agreement means that certain placement agent agreement dated as of the date hereof between the Company and the Placement Agent.