Petro-Canada Fairness Opinions means, collectively, the RBC Fairness Opinion and the Deutsche Bank Fairness Opinion;
Fairness Opinions means the opinions of the Financial Advisors to the effect that, as of the date of such opinion and based upon and subject to the assumptions, procedures, factors, limitations and qualifications set forth therein, the Consideration to be received by the Company Shareholders under the Arrangement is fair, from a financial point of view, to such Company Shareholders.
Fairness Opinion has the meaning set forth in Section 4.22.
Company Financial Advisor has the meaning set forth in Section 3.10.
Financial Advisors has the meaning set forth in Section 4.26.
Financial Advisor has the meaning set forth in Section 3.6.
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.
Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.
Acquisition Documents means the Acquisition Agreement and all other agreements and documents relating to the Acquisition, as the same may be amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof.
AcquisitionCo means Diebold Holding Germany Incorporated & Co. KGaA a German partnership limited by shares (Kommanditgesellschaft auf Aktien - KGaA) that is a Wholly Owned Restricted Subsidiary of the Company and whose general partner is the Company.
Company U.S. Counsel means XxXxxxxxx Will & Xxxxx LLP, with offices located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000.
Independent Financial Adviser means an independent financial institution of international repute appointed by the Company at its own expense.
Informed Financial Consent means the medical provider advises you of any out-of-pocket costs before your admission. This is called Informed Financial Consent.
Acquisition Subsidiary has the meaning specified in Section 7.14.
Company Interim Financial Statements has the meaning specified in Section 4.08(a).
Placement Agent Agreement means that certain placement agent agreement dated as of the date hereof between the Company and the Placement Agent.
Xxxxx Fargo Securities means Xxxxx Fargo Securities, LLC.
Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.
Canadian Final Prospectus has the meaning set forth in Section 1(a) hereof.
Company Circular means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Company Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.
Acquisition Documentation collectively, the Acquisition Agreement and all schedules, exhibits and annexes thereto and all side letters and agreements affecting the terms thereof or entered into in connection therewith.
Merger Agreement has the meaning set forth in the Recitals.
Company Disclosure Documents is defined in Section 3.4(g) of the Agreement.
Financial Adviser means any:
Financial Closing means the execution of the Financing Documents by all the parties thereto, and the fulfillment of all conditions precedent thereunder necessary to permit the advance of funds to pay amounts due under this Agreement.
Initial Financial Statements means (a) the audited annual Consolidated financial statements of Borrower dated as of December 31, 2009, and (b) the unaudited quarterly Consolidated financial statements of Borrower dated as of March 31, 2010.
Taxpayer resource transaction means a sale, purchase, lease, donation of money, goods, services, or real property, or any other transaction between a governmental entity and a private entity that provides to the private entity something of value derived from state or local tax revenue, regardless of whether the governmental entity receives something of value in return.