Exchange Agents shall have the meaning set forth in Section 2.8(a) hereof.
Exchange Agents means the Persons serving as exchange agents pursuant to Section 8.10(a) hereof for the distribution of property under the Plan.
Exchange Agent has the meaning set forth in Section 3.02(a).
Exchange Agent Agreement has the meaning set forth in Section 2.5(a).
Payment Agent means Odyssey Trust Company, or any other payment agent or trust company, bank or financial institution as the Company may appoint to act as payment agent with the approval of the Purchaser, acting reasonably, for the purpose of, among other things, paying the Option Premium to the Company Shareholders in connection with the Arrangement.
Company Stockholders means the holders of shares of Company Capital Stock.
Cash Merger Consideration has the meaning set forth in Section 2.5.
Company Certificate means the Amended and Restated Certificate of Incorporation of the Company as in effect on the date hereof.
BofA Securities means BofA Securities, Inc.
Company Stock Certificate has the meaning set forth in Section 1.6.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Transfer Agents means the Transfer Agents referred to above and such further or other Transfer Agent or Agents as may be appointed from time to time hereunder either generally or in relation to a specific Series of Notes.
Merger Consideration has the meaning set forth in Section 3.1(a).
Escrow and Paying Agent Agreement means, with respect to either Class of Certificates, the Escrow and Paying Agent Agreement pertaining to such Class dated as of the date hereof between the Escrow Agent, the Underwriters, the Trustee for such Class and the Paying Agent, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.
Distribution Agent shall refer to the Trustee acting in its capacity as distribution agent pursuant to Section 5.05 herein."
Stock Certificates has the meaning set forth in Section 2.2(a)(ii).
SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.
Co-Rights Agents shall have the meaning ascribed thereto in Subsection 4.1(a);
Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;
Conversion Agent shall have the meaning specified in Section 4.02.
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Securities Registrar have the respective meanings specified in Section 3.5.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Effective Time has the meaning set forth in Section 2.2.
Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.
Tender and Paying Agent Agreement means the amended and restated tender and paying agent agreement, dated as of March 15, 2019, by and between the Fund and the Tender and Paying Agent, as amended, modified or supplemented from time to time, or any similar agreement with a successor tender and paying agent.
Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;