PotashCorp Fairness Opinions means, collectively, the BofA Merrill Lynch Fairness Opinion and the RBC 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.
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.
Financial Advisor has the meaning set forth in Section 3.6.
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.
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 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.
Company Board Recommendation has the meaning set forth in Section 3.03(d).
Jefferies means Jefferies Finance LLC.
Parent Board Recommendation has the meaning set forth in Section 5.11(a).
Financial Adviser means any:
Financial Monitoring Report or “FMR” means each report prepared in accordance with Section 4.02 of this Agreement;
Parent Financial Statements has the meaning set forth in Section 4.6(a).
Company Board means the Board of Directors of the Company.
Tax Opinions mean certain Tax opinions and supporting memoranda rendered by Bxxxxxxxx to RemainCo or any of its Affiliates in connection with the Plan of Separation.
Company Interim Financial Statements has the meaning specified in Section 4.08(a).
Independent Financial Consultant means a financial consultant or firm of such consultants generally recognized to be well qualified in the financial consulting field, appointed and paid by the District, who, or each of whom:
Company Shareholders Meeting shall have the meaning set forth in Section 2 hereof.
TO Financial Proposal means the TO Contractor’s financial response to the CATS+ TORFP dated date of TO Financial Proposal.
Xxxxx Fargo Securities means Xxxxx Fargo Securities, LLC.
Company SEC Documents shall have the meaning set forth in Section 4.7(a).
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.
Informed Financial Consent means the medical provider advises you of any out-of-pocket costs before your admission. This is called Informed Financial Consent.