PrimeWest Fairness Opinions means the opinions of GMP Securities L.P. and Scotia Waterous Inc., each dated May 31, 2007, copies of which are attached as Appendix E to this Information Circular;
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.
Financial Advisors has the meaning set forth in Section 4.26.
Financial Advisor has the meaning set forth in Section 3.6.
Company Financial Advisor has the meaning set forth in Section 3.10.
Financial Monitoring Report or “FMR” means each report prepared in accordance with Section 4.02 of this Agreement;
Financial Adviser means any:
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.
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.
Jefferies means Jefferies Finance LLC.
Independent Financial Adviser means an independent financial institution of international repute appointed by the Company at its own expense.
Xxxxx Fargo Securities means Xxxxx Fargo Securities, LLC.
Company U.S. Counsel means XxXxxxxxx Will & Xxxxx LLP, with offices located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000-0000.
Company Board Recommendation has the meaning set forth in Section 3.03(d).
CCMA means the Commission for Conciliation, Mediation and Arbitration established in terms of section 112 of the Labour Relations Act, 1995;
TO Financial Proposal means the TO Contractor’s financial response to the CATS+ TORFP dated date of TO Financial Proposal.
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.
Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).
Goldman means Xxxxxxx, Sachs & Co.
Advisory Firm Letter means a letter, that has been prepared by the Advisory Firm used by the Corporation in connection with the performance of its obligations under this Agreement, which states that the relevant Schedules, notices or other information to be provided by the Corporation to the Members, along with all supporting schedules and work papers, were prepared in a manner that is consistent with the terms of this Agreement and, to the extent not expressly provided in this Agreement, on a reasonable basis in light of the facts and law in existence on the date such Schedules, notices or other information were delivered by the Corporation to the Members.
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.
Parent Board Recommendation has the meaning set forth in Section 5.11(a).
Legal Opinions has the meaning given to that term in subsection 6.1(k)(ii) hereto;
Informed Financial Consent means the medical provider advises you of any out-of-pocket costs before your admission. This is called Informed Financial Consent.
Financial Proposal means the Contractor’s Financial Proposal dated (Financial Proposal date).
Certificate of a Firm of Independent Public Accountants means a certificate signed by an independent public accountant or a firm of independent public accountants who may be the independent public accountants regularly retained by the Company or who may be other independent public accountants. Such accountant or firm shall be entitled to rely upon an Opinion of Counsel as to the interpretation of any legal matters relating to such certificate.