Suncor Fairness Opinions means, collectively, the CIBC Fairness Opinion and the Morgan Stanley Fairness Opinion;
Fairness Opinions means, collectively, the opinion of the Financial Advisor and the opinion of the Independent Financial Advisor to the effect that, as of the date of such opinions, and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Company Shareholders (other than the Purchaser and/or its affiliates) pursuant to the Arrangement is fair, from a financial point of view, to the Company Shareholders (other than the Purchaser and/or its affiliates).
Fairness Opinion has the meaning set forth in Section 4.22.
Financial Advisors has the meaning set forth in Section 4.26.
Company Financial Advisor has the meaning set forth in Section 3.10.
Financial Advisor has the meaning set forth in Section 3.6.
Company Board Recommendation has the meaning set forth in Section 3.03(d).
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.
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.
Parent Board Recommendation has the meaning set forth in Section 5.11(a).
Financial Adviser means any:
Tax Opinions means the opinions of Tax Advisors deliverable to OFC in connection with the Transactions.
Company U.S. Counsel means Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation.
Independent Financial Adviser means an independent financial institution of international repute appointed by the Company at its own expense.
Company Board means the Board of Directors of the Company.
Board Recommendation has the meaning ascribed thereto in Section 2.4(2).
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 Recommendation has the meaning set forth in Section 5.3(b).
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.
Change in Recommendation has the meaning set forth in Section 6.02(a).
Parent Financial Statements has the meaning set forth in Section 4.6(a).
Jefferies means Jefferies Finance LLC.
Second opinion means an opportunity or requirement to obtain a clinical evaluation by a provider other than the one originally making a recommendation for a proposed health service to assess the clinical necessity and appropriateness of the initial proposed health service.
Company Financial Information As defined in Section 2(a)(ii).