Joint Proxy Statement shall have the meaning set forth in Section 6.3(a).
Company Proxy Statement has the meaning set forth in Section 3.5.
Proxy Statement has the meaning set forth in Section 6.03(a).
Joint Proxy Statement/Prospectus has the meaning set forth in Section 6.1(a).
Proxy Statement/Prospectus has the meaning set forth in Section 6.03(a).
Information Statement has the meaning set forth in Section 6.6.
Form 10 means the registration statement on Form 10 filed by SpinCo with the Commission to effect the registration of SpinCo Common Stock pursuant to the Exchange Act in connection with the Distribution, as such registration statement may be amended or supplemented from time to time.
Merger Registration Statement means the registration statement, together with all amendments, filed with the SEC under the Securities Act for the purpose of registering shares of NYB Common Stock to be offered to holders of Synergy Common Stock in connection with the Merger.
Consent Solicitation Statement means the consent solicitation statement issued on June 15, 2020 by Odebrecht Engenharia e Construção S.A., among others.
Schedule 14D-9 has the meaning set forth in Section 1.02(a).
Schedule 13E-3 has the meaning specified in Section 4.2(a).
Takeover Offer Document means the document issued by or on behalf of the Borrower and dispatched to shareholders of Target in respect of a Takeover Offer containing the terms and conditions of the Takeover Offer reflecting the Offer Press Announcement in all material respects as such document may be amended from time to time to the extent such amendment is not prohibited by the Loan Documents.
Stockholders Meeting shall have the meaning set forth in Section 6.2(c).
Company Stockholders Meeting has the meaning set forth in Section 6.2(a).
Merger Agreement has the meaning set forth in the Recitals.
Parent Board Recommendation has the meaning set forth in Section 5.12(a).
Disclosure Statement means the written disclosure statement that relates to this Plan, as approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017, as such disclosure statement may be amended, modified or supplemented from time to time.
Distribution Statement has the meaning set forth in Section 5.02(c) of the Trust Agreement.
Form S-4 Registration Statement means the registration statement on Form S-4 to be filed with the SEC by Parent in connection with issuance of Parent Common Stock in the Merger, as said registration statement may be amended prior to the time it is declared effective by the SEC.
Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).
Company Bylaws means the bylaws of the Company, as amended.
Company Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.
Company Board Recommendation has the meaning set forth in Section 3.03(d).
Stockholder Meeting means each annual or special meeting of stockholders of the Company, or any other meeting of stockholders held in lieu thereof, and any adjournment, postponement, reschedulings or continuations thereof; (k) the term “Synthetic Equity Interests” means any derivative, swap or other transaction or series of transactions engaged in by such person, the purpose or effect of which is to give such person economic risk similar to ownership of equity securities of any class or series of the Company, including due to the fact that the value of such derivative, swap or other transactions are determined by reference to the price, value or volatility of any shares of any class or series of the Company’s equity securities, or which derivative, swap or other transactions provide the opportunity to profit from any increase in the price or value of shares of any class or series of the Company’s equity securities, without regard to whether (i) the derivative, swap or other transactions convey any voting rights in such equity securities to such person; (ii) the derivative, swap or other transactions are required to be, or are capable of being, settled through delivery of such equity securities; or (iii) such person may have entered into other transactions that hedge or mitigate the economic effect of such derivative, swap or other transactions; and (l) the term “Third Party” refers to any person that is not a Party, a member of the Board, a director or officer of the Company, or legal counsel to any Party. In this Agreement, unless a clear contrary intention appears, (i) the word “including” (in its various forms) means “including, without limitation;” (ii) the words “hereunder,” “hereof,” “hereto” and words of similar import are references in this Agreement as a whole and not to any particular provision of this Agreement; (iii) the word “or” is not exclusive; (iv) defined terms used in the singular include the plural and vice versa; and (v) references to “Sections” in this Agreement are references to Sections of this Agreement unless otherwise indicated.
Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).
SEC means the Securities and Exchange Commission.