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).
Board Recommendation has the meaning ascribed thereto in Section 2.4(2).
Company Recommendation has the meaning set forth in Section 5.3(b).
Change in Recommendation has the meaning set forth in Section 6.02(a).
Company Board means the Board of Directors of the Company.
Adverse Recommendation Change shall have the meaning set forth in Section 6.5(d).
Change of Recommendation has the meaning set forth in Section 6.3(d).
Company Adverse Recommendation Change shall have the meaning set forth in Section 5.3(c).
Company Board of Directors means the board of directors of the Company.
Parent Board means the board of directors of Parent.
Merger Sub Board means the board of directors of Merger Sub.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Company Stockholders Meeting has the meaning set forth in Section 6.2(a).
Stockholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders of the Company with respect to issuance of all of the Warrants and the Warrant Shares upon the exercise thereof.
Company Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.
Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).
CPF Board means the Central Provident Fund Board, a body corporate established under the Central Provident Fund Act (Cap. 36);
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.
ECB Recommended Rate means a rate (inclusive of any spreads or adjustments) recommended as the replacement for €STR by the European Central Bank (or any successor administrator of €STR) and/or by a committee officially endorsed or convened by the European Central Bank (or any successor administrator of €STR) for the purpose of recommending a replacement for €STR (which rate may be produced by the European Central Bank or another administrator), as determined by the Issuer and notified by the Issuer to the Calculation Agent;
Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.
Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;
Stockholders Meeting shall have the meaning set forth in Section 6.2(c).
Requisite Stockholder Approval means the affirmative vote of the holders of a majority of that company’s issued and outstanding shares entitled to vote on the Merger actually voting in favor of this Agreement and the Merger.
Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.
Company Shareholder Approval means the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders’ Meeting by the Required Company Vote.