Parent Proxy Statement definition
Parent Proxy Statement means the proxy statement on Schedule 14A to be distributed to the Parent Stockholders, including all schedules, appendices and exhibits thereto and enclosures therewith, and information incorporated by reference therein, in connection with the Parent Meeting, as amended, supplemented or otherwise modified from time to time in accordance with this Agreement;
Parent Proxy Statement means the Proxy Statement distributed to the stockholders of Parent in connection with the Parent Special Meeting.
Parent Proxy Statement has the meaning set forth in Section 3.17.
Examples of Parent Proxy Statement in a sentence
The Parent shall use reasonable best efforts to cause the Parent Proxy Statement to comply as to form and substance in all material respects with the rules and regulations promulgated by the U.S. SEC and the requirements of applicable Law, and to respond as promptly as practicable to any comments of the U.S. SEC or its staff.
Notwithstanding the foregoing, the provisions of this Section 2.13 related to the approval or contents of filings with Governmental Entities will not apply with respect to filings in connection with the Regulatory Approvals, the Company Circular, the Parent Proxy Statement, the Interim Order or the Final Order which are governed by other sections of this Agreement.
More Definitions of Parent Proxy Statement
Parent Proxy Statement means the proxy statement of Parent to be filed as part of the Form S-4 Registration Statement with the SEC, and to be sent to the Parent Stockholders, in connection with the Transaction.
Parent Proxy Statement is defined in Section 5.1 to this Agreement.
Parent Proxy Statement shall have the meaning set forth in Section 4.2(b).
Parent Proxy Statement has the meaning set forth in §3(g)(i)(C) below.
Parent Proxy Statement as set forth in Section 5.5(a).
Parent Proxy Statement shall have the meaning set forth in Section 7.3(a).
Parent Proxy Statement means a proxy statement on Schedule 14A, including all schedules, appendices and exhibits thereto and enclosed therewith, to be sent to the stockholders of Parent in connection with the Parent Meeting, as amended, supplemented or otherwise modified from time to time. “Parent Stockholder Approval” shall mean the approval of the Stock Issuance by the affirmative vote of a majority of the votes cast at the Parent Meeting in accordance with the rules and regulations of the NYSE and the Organizational Documents of Parent. “Parent Superior Proposal” shall mean any bona fide written Parent Acquisition Proposal with respect to such party made by a third party to acquire, directly or indirectly, pursuant to a tender offer, takeover bid, arrangement, exchange offer, merger, amalgamation, share exchange, consolidation, asset purchase or other business combination, (a) assets that constitutes 50% or more of the net revenues, net income or the assets (based on the fair market value thereof) of Parent and its Subsidiaries, taken as a whole, or (b) 50% or more of the equity securities or voting power of Parent, in each case on terms which a majority of the board of directors of Parent determines in good faith (after consultation with its financial advisors and outside legal counsel, and taking into account all terms and conditions of the Parent Acquisition Proposal and this Agreement, including any alternative transaction (including any modifications to the terms of this Agreement) proposed by the Company in response to such Parent Superior Proposal pursuant to Section 4.3 including any conditions to and expected timing of consummation, and any risks of non-consummation, of such Parent Acquisition Proposal) to be (x) more favorable, from a financial point of view, to Parent and its stockholders (in their capacity as stockholders) as compared to the Arrangement and to any modifications to the terms of this Agreement proposed by Company hereto pursuant to Section 4.3, and (y) if accepted, reasonably likely to be completed on the terms proposed, taking into account all financial, regulatory, financing, timing, conditionality, legal, and other aspects of such proposal. “Party” or “Parties” shall mean Parent, Australia Sub and U.S. Sub as one “Party,” and/or Company, as the case may be.