Lazard Freres definition

Lazard Freres shall have the meaning set forth in Section 4.15. "Lien" shall have the meaning set forth in Section 4.3. "Material Adverse Effect on the Company" shall have the meaning set forth in Section 4.1. "Material Adverse Effect on Parent" shall have the meaning set forth in Section 5.1. "Merger" shall have the meaning set forth in the Granting Clauses. "Merger Price" shall have the meaning set forth in Section 2.1. "Operations" shall have the meaning set forth in Section 4.6(a). "Option" shall have the meaning set forth in Section 2.2. "Option Plan" shall have the meaning set forth in Section 2.2. "Other Filings" shall have the meaning set forth in Section 4.7. "Paying Agent" shall have the meaning set forth in Section 3.2(a). "person" shall include individuals, corporations, partnerships, trusts, other entities and groups (which term shall include a "group" as such term is defined in Section 13(d)(3) of the Exchange Act). "Plans" shall have the meaning set forth in Section 4.10(a). "Preferred Stock" shall have the meaning set forth in Section 4.3. "Released Claim" shall have the meaning set forth in Section 2.4.(a). "Released Party" shall have the meaning set forth in Section 2.4(a). "SEC" means the Securities and Exchange Commission. "SEC Reports" shall have the meaning set forth in Section 4.6(a). "Shares" shall have the meaning set forth in the Granting Clauses. "Soap Opera Sale" means the sale of the assets of the Company and its subsidiaries pursuant to the agreements and documents included in Section 4.22 of the Company Disclosure Schedule. "Special Subs" shall have the meaning set forth in Section 4.3. 31 36 "subsidiary" or "subsidiaries" means, with respect to Newco, the Company or any other person, any corporation, partnership, joint venture or other legal entity of which Newco, the Company or such other person, as the case may be (either alone or through or together with any other subsidiary), owns, directly or indirectly, stock or other equity interests the holders of which are generally entitled to more than 50% of the vote for the election of the board of directors or other governing body of such corporation or other legal entity. "Surviving Corporation" shall have the meaning set forth in Section 2.1. "Tax Return" shall have the meaning set forth in Section 4.19. "Taxes" shall have the meaning set forth in Section 4.19. "Violation" shall have the meaning set forth in Section 4.5(a). "Voting Debt" shall have the meaning set forth in Section 4.3.
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Lazard Freres in any form or combination and shall not use the words "Lazard" or "Lazard Freres" or make any other reference to the Investment Manager or
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Lazard Freres in its name, by reason of any failure of the Portfolio after request to change its name and cease using the name "Lazard" or "Lazard Freres," would be irreparable and impossible of ascertainment in terms of money, and each of the Fund and the Portfolio consents and agrees that, consistent with the foregoing, in any such case an injunction may issue against it restraining the Portfolio from the further use of the name "Lazard" or "Lazard Freres."
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Examples of Lazard Freres in a sentence

  • The qualified shareholding is also attributable to (i) Lazard Freres & Co, which holds the total share capital of the firstly mentioned company; (ii) Lazard Group LLC, which holds the total share capital of the secondly mentioned company; and (iii) Lazard Limited, company with shares admitted to trading in the NYSE market, as controlling entity of the abovementioned company.

  • All Covered Persons and their Related Persons must maintain their Personal Securities Accounts at Lazard Freres & Co. LLC ("LF&Co.") ("Inside Accounts").

  • The Board of Directors of Company has received the opinion of Lazard Freres & Co. LLC, to the effect that, as of the date hereof, and based upon and subject to the factors and assumptions set forth therein, the Merger Consideration is fair from a financial point of view to the holders of Company Common Stock.

  • George Blumenthal stated, "Since 1893 my firm of Lazard Freres has been foremost in importations and exportations of gold and has thereby come into contact with everybody who had anything to do with it." Congressman Taylor asked, "Have you a statement there as to the part you have had in the importation of gold into the United States?" Taylor asked this because the Panic of 1893 is known to economists as a classic example of a money panic caused by gold movements.

  • Institutional investors held the following stakes as of 30 April 2018: Lazard Freres Gestion SAS held an investment of over 5% and Erste Asset Management GmbH, Wellington Management Group LLP and SYZ Asset Management (OYSTER SIVAV) each held an investment of over 4%.

  • That although Conrail obtained opinions from Morgan Stanley and Lazard Freres that the consideration to be received by Conrail stockholders in the CSX Transaction was "fair" to such shareholders from a financial point of view, Conrail's Board did not ask its investment bankers whether the CSX Transaction consideration was adequate, from a financial point of view, in the context of a sale of control of Conrail such as the CSX Transaction.

  • Kasman, a director of Atria and ARV, is engaged by Lazard Freres Real Estate Investors L.L.C. (“LFREI”) to provide real estate consulting and advisory services to LFREI and its affiliates in connection with their investments, including Atria and ARV.

  • The term "Investor" shall mean, at any time, Prometheus -------- Homebuilders LLC and any of its affiliates, including, but not limited to, Lazard Freres Real Estate Investors, LLC and its affiliates.

  • All proxies must be voted in the best long-term interest of each LAM client, without consideration of the interests of Lazard, Lazard Freres & Co. or any of their employees or affiliates.

  • No broker, finder or investment banker (other than Lazard Freres & Co., LLC (the "Financial Advisor")) is entitled to any brokerage, finder's or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company.


More Definitions of Lazard Freres

Lazard Freres shall have the meaning set forth in Section 4.15.
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Related to Lazard Freres

  • Lazard means Lazard & Co., Limited;

  • Goldman means Xxxxxxx, Sachs & Co.

  • Financial Advisor has the meaning set forth in Section 3.6.

  • Citigroup means Citigroup Global Markets Inc.

  • Asset Management Agreement means, as the context requires, any agreement entered into between a Series and an Asset Manager pursuant to which such Asset Manager is appointed as manager of the relevant Series Assets, as amended from time to time.

  • Asset management means a systematic process of operating and maintaining the state system of

  • 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.

  • Independent Financial Adviser means an independent financial institution of international repute appointed by the Company at its own expense.

  • Financial Advisors has the meaning set forth in Section 4.26.

  • Financial Adviser means any:

  • Jefferies means Jefferies Finance LLC.

  • Legal Advisor means the officer responsible for providing legal advice to the Standards Committee. This may be the Monitoring Officer, another legally qualified officer of the authority, or someone appointed for this purpose from outside the authority.

  • Investment Management Agreement means the Investment Management Agreement, dated as of the date hereof, by and between the Investment Manager and the Borrower.

  • Asset Management Plan means a plan created by the department and approved by the state transportation commission or a plan created by a local road agency and approved by the local road agency's governing body that includes provisions for asset inventory, performance goals, risk of failure analysis, anticipated revenues and expenses, performance outcomes, and coordination with other infrastructure owners.

  • Morgan Stanley Broker means a broker-dealer affiliated with Morgan Stanley.

  • Goldman Sachs means Goldman Sachs & Co. LLC.

  • Asset Management Fee shall have the meaning set forth in Section 8.02.

  • Legal Adviser means the properly qualified person appointed by the Trust to provide legal advice.

  • 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.

  • Sponsor Management Agreement means the management agreement between certain of the management companies associated with the Sponsor Group or their advisors and the Borrower.

  • Replacement Management Agreement means, collectively, (a) either (i) a management agreement with a Qualified Manager substantially in the same form and substance as the Management Agreement, or (ii) a management agreement with a Qualified Manager, which management agreement shall be reasonably acceptable to Lender in form and substance, provided, with respect to this subclause (ii), Lender, at its option, may require that Borrower shall have obtained prior written confirmation from the applicable Rating Agencies that such management agreement will not cause a downgrade, withdrawal or qualification of the then current rating of the Securities or any class thereof and (b) an assignment of management agreement and subordination of management fees substantially in the form then used by Lender (or of such other form and substance reasonably acceptable to Lender), executed and delivered to Lender by Borrower and such Qualified Manager at Borrower’s expense.