Novation Board Recommendation means the recommendation of Novation’s Board of Directors that the stockholders of Novation adopt this Agreement and approve the Merger.
Board Recommendation has the meaning ascribed thereto in Section 2.4(2).
Parent Board Recommendation has the meaning set forth in Section 5.11(a).
Company Board Recommendation has the meaning set forth in Section 3.03(d).
Change in Recommendation has the meaning set forth in Section 6.02(a).
Company Recommendation has the meaning set forth in Section 5.3(b).
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 means the Board of Directors of the Company.
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;
Company Board of Directors means the board of directors of the Company.
Merger Sub Board means the board of directors of Merger Sub.
Parent Board means the board of directors of Parent.
CPF Board means the Central Provident Fund Board, a body corporate established under the Central Provident Fund Act (Cap. 36);
Recommendation means any change to a security’s price target or other type of recommendation in the case of an equity Covered Security, or any initial rating or rating change in the case of a fixed income Covered Security in either case issued by a Research Analyst.
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 Stockholder Approval has the meaning set forth in Section 4.2(b).
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.
Nomination Committee means the nomination committee of the Board established in accordance with Article 114;
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.
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;
Superior Proposal has the meaning set forth in Section 5.09(a).
Required Vote has the meaning ascribed thereto in Section 2.2(b);
Parent Superior Proposal shall have the meaning set forth in Section 7.4(g).
Change in 1940 Act Law shall have the meaning set forth in the definition of "Investment Company Event."
Independent Board Committee means the independent board committee of the Company