Fairness Opinion has the meaning set forth in Section 4.22.
Fairness Opinions means the opinions of the Financial Advisors to the effect that, as of the date of such opinion and based upon and subject to the assumptions, procedures, factors, limitations and qualifications set forth therein, the Consideration to be received by the Company Shareholders under the Arrangement is fair, from a financial point of view, to such Company Shareholders.
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.
Company Financial Advisor has the meaning set forth in Section 3.10.
Financial Advisors has the meaning set forth in Section 4.26.
Independent Financial Adviser means an independent financial institution of international repute appointed by the Company at its own expense.
Financial Adviser means any:
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.
Company U.S. Counsel means XxXxxxxxx Will & Xxxxx LLP, with offices located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000.
Jefferies means Jefferies Finance LLC.
Company Counsel means Xxxxxxxx LLP, with offices located at 000 Xxxxx Xxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000.
Xxxxx Fargo Securities means Xxxxx Fargo Securities, LLC.
Goldman means Xxxxxxx, Sachs & Co.
Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.
Placement Agent Agreement means that certain placement agent agreement dated as of the date hereof between the Company and the Placement Agent.
Company Board Recommendation has the meaning set forth in Section 3.03(d).
Placement Agent means X.X. Xxxxxxxxxx & Co., LLC.
Company Board means the Board of Directors of the Company.
Parent Board Recommendation has the meaning set forth in Section 5.11(a).
Private Letter Ruling shall have the meaning set forth in the Recitals.
Placement Agents shall have the meaning set forth in the preamble.
Purchaser Counsel has the meaning set forth in Section 6.2(a).
Second opinion means an opportunity or requirement to obtain a clinical evaluation by a provider other than the one originally making a recommendation for a proposed health service to assess the clinical necessity and appropriateness of the initial proposed health service.
Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).
Conflicts Committee is defined in the Partnership Agreement.