Nordic Fund X Epsilon definition

Nordic Fund X Epsilon means Nordic Capital Epsilon SCA, SICAV-RAIF (acting through its general partner Nordic Capital Epsilon GP SARL) for and on behalf of its compartment Nordic Capital Epsilon SCA, SICAV RAIF - Compartment 1.
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Nordic Fund X Epsilon means Nordic Capital Epsilon SCA, SICAV-RAIF (acting through its general partner Nordic Capital Epsilon GP SARL) for and on behalf of its compartment Nordic Capital Epsilon SCA, SICAV RAIF - Compartment 1ADVANZ PHARMA Shareholders will only be able to elect for the Alternative Offer in relation to their entire holding of ADVANZ PHARMA Shares and not part only.The Topco B Shares will be independently valued for the purposes of Rule 24.11 of the Takeover Code and an estimate of the value of the Topco B Shares will be included in the Scheme Document. Further information about the Topco B Shares is set out in paragraph 13 and Appendix IV and will also be included in the Scheme Document.If any dividend or other distribution is authorised, declared, made or paid by ADVANZ PHARMA in respect of ADVANZ PHARMA Shares on or after the date of this Announcement, Bidco reserves the right to reduce the Cash Offer (and, as the case may be, the consideration due under the Alternative Offer) by the amount of such dividend or other distribution. In such circumstances, ADVANZ PHARMA Shareholders would be entitled to retain any such dividend or other distribution.ADVANZ PHARMA has in issue 1,000 class A special shares of no par value (the “Class A Shares”) and 1,000 class B special shares of no par value (the “Class B Shares”). The Class A Shares are held by Blackstone Credit and the Class B Shares are held by Solus. While the Class A Shares and Class B Shares will not form part of the Scheme, the intention is for Bidco to acquire the entire issued share capital of ADVANZ PHARMA and, accordingly, Blackstone Credit and Solus have also irrevocably undertaken to transfer all of their Class A Shares and Class B Shares respectively to Bidco in each case for an aggregate nominal consideration of£1.00 subject to, and on or immediately prior to, the Scheme becoming Effective pursuant to the Class A and Class B SPAs. The Class A Shares and Class B Shares will then, in accordance with their terms, automatically be converted into Class C Shares of no par value which carry no economic rights and, save to the extent required under the Jersey Companies Law, no voting rights. It is intended that the Class C Shares will be redeemed or otherwise cancelled following the Effective Date for nominal or no consideration.
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Nordic Fund X Epsilon means Nordic Capital Epsilon SCA, SICAV-RAIF (acting through its general partner Nordic Capital Epsilon GP SARL) for and on behalf of its compartment Nordic Capital Epsilon SCA, SICAV RAIF - Compartment 1.later than 9.00 a.m. (Toronto Time) / 1.00 p.m. (London Time) on 25 March 2021 (in the case of the BLUE Form of Proxy for the Court Meeting) or 9.15 a.m. (Toronto Time) / 1.15 p.m. (London Time) on 25 March 2021 (in the case of the WHITE Form of Proxy for the General Meeting), or in the case of any adjournment, not later than 48 hours (excluding any part of a day that is not a Business Day) before the time fixed for the holding of the adjourned Meeting.If the BLUE Form of Proxy relating to the Court Meeting is not returned by Scheme Shareholders so as to be received by the time mentioned above for return of the BLUE Form of Proxy, it may be handed to the Chair of the Court Meeting before the start of the Court Meeting and will still be valid. In order to effect this, it may be emailed at any time prior to the Court Meeting but NOT AFTER 9.00 a.m. (Toronto Time) / 2.00 p.m. (London Time) on 29 March 2021 to tsxtrustproxyvoting@tmx.com. If the WHITE Form of Proxy is not lodged by the relevant time, it will be invalid.The entire cost of the solicitation of proxies to be used at the Court Meeting and the General Meeting will be borne by ADVANZ PHARMA.COVID-19 RESTRICTIONSNotices of the Court Meeting and the General Meeting, each of which will be held via a virtual meeting platform provided by Lumi (the “Virtual Meeting Platform”) on 29 March 2021, are set out in Part XI (Notice of Court Meeting) and Part XII (Notice of General Meeting) of this Document respectively. The Court Meeting will start at 9.00 a.m. (Toronto Time) / 2.00 p.m. (London Time) on that date and the General Meeting at 9.15 a.m. (Toronto Time) / 2.15 p.m. (London Time) or as soon thereafter as the Court Meeting is concluded or adjourned.The ADVANZ PHARMA Board notes the measures imposed by various governments (including in the UK and Jersey) in view of the ongoing COVID-19 pandemic. At the time of publication of this Document, both the UK and Jersey Governments have prohibited large public gatherings, save in certain limited circumstances. In light of these measures, together with the uncertainty as to any additional and/or alternative measures that may be put in place by both the UK and Jersey Governments, and in order to protect the health and safety of ADVANZ PHARMA Shareholders and ADVAN...
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Examples of Nordic Fund X Epsilon in a sentence

  • Bidco is a newly incorporated company established under the laws of Jersey, formed by or on behalf of Nordic Fund X Epsilon, for the purpose of undertaking the Acquisition.

  • In connection with its financing of Bidco, Nordic Fund X Epsilon has entered into the Equity Commitment Letter.

  • As a result of the Sale Process, ADVANZ PHARMA received expressions of interest and non-binding offers for the company, including a non-binding offer from Nordic Fund X Epsilon, each of which was considered by the ADVANZ PHARMA Board with Jefferies.On 8 December 2020, the ADVANZ PHARMA Board announced that it was in advanced discussions with Nordic Fund X Epsilon to acquire the entire issued, and to be issued, limited voting share capital of ADVANZ PHARMA.

  • These obligations will remain in force until the earlier of (i) 15 October 2022 or (ii) the completion of a definitive agreement between Nordic Fund X Epsilon and ADVANZ PHARMA in connection with the Acquisition.

  • A copy must also be sent to the Takeover Panel’s Market Surveillance Unit by email (monitoring@disclosure.org.uk).Enquiries:BidcoNordic Fund X Epsilon Tel: +46 8 440 50 50 Katarina Janerud Morgan Stanley & Co. International plc Tel: +44 20 7425 8000 (Financial Adviser to Bidco and Nordic Fund X Epsilon) David Kitterick Siddhart Nahata Alberto Bertani ADVANZ PHARMA Corp.

  • White & Case LLP and Appleby (Jersey) LLP and Fasken Martineau DuMoulin LLP are retained as legal advisers to ADVANZ PHARMA.Important Notices about Financial AdvisersMorgan Stanley & Co. International plc (“Morgan Stanley”) are acting as financial advisors to Nordic Fund X Epsilon and to no one else.

  • Appendix IV Details on the Topco Group and the Topco B Shares Part A Information on Topco and the Intermediate Holding Companies Topco is indirectly owned by Nordic Fund X Epsilon, through Nordic Holdco.

  • Topco GroupTopco is indirectly owned by Nordic Fund X Epsilon, through Nordic Holdco.

  • The cash consideration payable to ADVANZ PHARMA Shareholders for the ADVANZ PHARMA Shares pursuant to the terms of the Acquisition will be funded by funds to be invested indirectly in Bidco by Nordic Fund X Epsilon and certain other investment funds managed or advised by Nordic Capital affiliates.

  • Confidentiality AgreementNordic Fund X Epsilon and ADVANZ PHARMA entered into a confidentiality agreement on 15 October 2020 (the “Confidentiality Agreement”) pursuant to which Nordic Fund X Epsilon has undertaken, among other things, to keep confidential information relating to ADVANZ PHARMA and not to disclose it to third parties (other than permitted recipients) unless, among other circumstances, required by law or regulation or at the request of applicable regulatory or governmental organisations.


More Definitions of Nordic Fund X Epsilon

Nordic Fund X Epsilon means Nordic Capital Epsilon SCA, SICAV-RAIF (acting through its general partner Nordic Capital Epsilon GP SARL) for and on behalf of its compartment Nordic Capital Epsilon SCA, SICAV RAIF - Compartment 1.In connection with the offering by Cidron Aida Finco S.à r.l. of $1,020.0 million (equivalent) aggregate principal amount of its senior secured notes due 2028 (the “
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Nordic Fund X Epsilon means Nordic Capital Epsilon SCA, SICAV-RAIF (acting through its general partner Nordic Capital Epsilon GP SARL) for and on behalf of its compartment Nordic Capital Epsilon SCA, SICAV RAIF - Compartment 1.Bidco announces that, on 1 April 2021, the previously announced offering (the “
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Related to Nordic Fund X Epsilon

  • Pooled fund group means an internally created fund of a district in which one or more institutional accounts of a district are in- vested.

  • Xxxxxx Group shall have the meaning set forth in Section 9.2(b) hereof.

  • Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.

  • Clinical peer means a physician or other health care professional who holds a non-restricted license in a state of the United States and in the same or similar specialty as typically manages the medical condition, procedure or treatment under review.

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

  • Clinical Nurse Consultant means a registered nurse appointed as such to the position, who has at least five years post-basic registration experience and in addition approved post-basic nursing qualifications relevant to the field in which they are appointed or such other qualifications or experience deemed appropriate by the employer.

  • Xxxxxxx Group means (a) any member of the Xxxxxxx Family and (b) any Related Person of any such member.

  • snippet means with respect to any Material Contract, a consent and agreement in favor of the Term Loan Collateral Agent (for the benefit of the Secured Parties) in substantially the form attached hereto as Exhibit F or otherwise in form and substance reasonably satisfactory to the Term Loan Collateral Agent and the Administrative Agent.","hash":"b253905eac2329f4ce5deee359573d97","id":7},{"snippetLinks":[{"key":"the-consent","type":"clause","offset":[6,17]},{"key":"dated-as-of","type":"definition","offset": [32,43]},{"key":"march","type":"clause","offset":[44,49]},{"key":"the-bank","type":"clause","offset":[72,80]},{"key":"sumitomo","type":"definition","offset":[87,95]},{"key":"heavy","type":"clause","offset":[96,101]},{"key":"industries","type":"clause","offset":[102,112]},{"key":"ltd","type":"clause","offset":[114,117]},{"key":"solely-for-purposes-of- section","type":"clause","offset":[120,150]},{"key":"borrower-and","type":"clause","offset":[173,185]},{"key":"certain","type":"clause","offset":[186,193]},{"key":"subsidiaries","type":"clause","offset":[208,220]}],"samples":[{"uri":"/contracts/8I1kKDYnIWF#consent-and-agreement","label":"Loan and Security Agreement (Axcelis Technologies Inc)","score":21},{"uri":"/contracts/ef30eXHgcuS#consent-and-agreement","label":"Loan and Security Agreement (Axcelis Technologies Inc)","score":21},{"uri":"/contracts/dwF8yXcI2kh#consent-and-agreement","label":"Loan and Security Agreement (Axcelis Technologies Inc)","score":21}],"size":6,"snippet":"means the Consent and Agreement dated as of March 30, 2009 by and among the Bank, SEN, Sumitomo Heavy Industries, Ltd. (solely for purposes of Section 2(b) thereunder), the Borrower and certain of Borrower’s Subsidiaries named therein.","hash":"e15b2264efd3078b83ce802817c2631f","id":8},{"snippetLinks":[{"key":"a-consent","type":"clause","offset":[6,15]},

  • Eligible production company means that term as defined under section 455 of the Michigan business tax act, 2007 PA 36, MCL 208.1455.

  • Ultra Low Sulfur Diesel Fuel means diesel fuel that has a sulfur content of no more than fifteen parts per

  • Production company means a person or entity engaged in the business of making motion picture, television, or radio images for theatrical, commercial, advertising, or education purposes; Reserved

  • COVID-19 case means a person who:

  • Seller 401(k) Plan shall have the meaning set forth in Section 6.01(i).

  • Monte Titoli means Monte Titoli S.p.A.

  • CBM means Capacity Benefit Margin.

  • SAP Group means SAP Parent and any of its Associated Companies.

  • MNE Group means any Group that (i) includes two or more enterprises the tax residences of which are in different jurisdictions, or includes an enterprise that is resident for tax purposes in one jurisdiction and is subject to tax with respect to the business carried out through a permanent establishment in another jurisdiction, and (ii) is not an Excluded MNE Group;

  • CMBI means Chase Manhattan Bank International, an indirect wholly-owned subsidiary of Bank, located in Moscow, Russia, and any nominee companies appointed by it.

  • Certified Minority Business Enterprise means a business which has been certified by the certifying organization or jurisdiction in accordance with s. 287.0943(1) and (2).

  • Opium poppy means the plant of the species Papaver somniferum L., except its seeds.

  • Anadromous fish means fish that spawn in fresh water and mature in the marine environment.

  • DCYF or the “Division” means the Department of Health and Human Services’ Division for Children, Youth and Families.

  • Fossil fuel-fired means, with regard to a unit:

  • EPFO means Employees' Provident Fund Organization

  • COVID-19 means SARS-CoV-2 or COVID-19, and any evolutions thereof or related or associated epidemics, pandemic or disease outbreaks.

  • Nitrogen oxides means nitric oxide and nitrogen dioxide, expressed as nitrogen dioxide (NO2);