Target Board definition

Target Board means the board of directors of the Target;

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Target Board means the board of directors of the Target.

Target Board has the meaning set forth in the Recitals.

Examples of Target Board in a sentence

• On the date hereof, the Parties shall submit the Proposal to the Target Board.

• Target shall have received written letters of resignation from the Target Board of Directors from each of the current members of such Board, in each case effective at the Effective Time.

• The Target Board shall cooperate with the Purchaser with respect to the Superior Proposal, including by negotiating in good faith with the Purchaser, and shall review any such offer by the Purchaser to amend this Agreement to determine whether the Superior Proposal to which the Purchaser is responding would continue to be a Superior Proposal when assessed against the written proposal of the Purchaser.

• If the Target Board determines that the Superior Proposal no longer constitutes a Superior Proposal, when assessed against the written proposal of the Purchaser, the Target shall enter into an amendment to this Agreement with the Purchaser incorporating the amendments to this Agreement as set out in the written proposal.

• The Target Board has adopted resolutions approving the Merger, on substantially the terms and conditions set forth in this Agreement, and directing that the Merger, on such terms and conditions, be submitted to Target’s shareholders for their consideration.

More Definitions of Target Board

Target Board means the board of directors of Target as the same is constituted from time to time;

Target Board means the board of directors of Target as constituted from time to time. Target Due Diligence Information means all information disclosed in writing or made available by or on behalf of Target and its Representatives (including all written responses to requests for information and any disclosure letter) to Bidder or its Representatives as listed in the Target Information List. Target Group means Target and each of its Subsidiaries.

Target Board has the meaning given to it in recital E;

Target Board means the board of directors of Target from time to time; “Target Board Adverse Recommendation Change” means:

Target Board is defined in Section 5.3(b) of this Agreement.

Target Board means the board of directors of Target. “Target Director” means a director of Target.

Target Board means the board of directors of Target as constituted from time to time (or any committee of the board of directors of Target constituted from time to time to consider the Transaction on behalf of Target). Target Break Fee means $28,100,000. Target Equity Incentives means all options, share or performance rights or other securities exercisable, convertible or exchangeable into Target Shares. Target Group means Target and its Subsidiaries and Target Group Member will be construed accordingly. Target Indemnified Parties means each Target Group Member and each Authorised Person of a Target Group Member. Target Indemnity means the indemnity given by Target in clause 8.4. Target Information means all the information in the Scheme Booklet other than the Bidder Information and the Independent Expert’s Report. Target Registry means MUFG Corporate Markets (AU) Limited, or any replacement share registry services provider to Target. Target Share means a fully paid ordinary share in the capital of Target. Target Share Register means the register of members of Target maintained by or on behalf of Target in accordance with section 168(1) of the Corporations Act. Target Share Right means an entitlement to a Target Share (or, in certain circumstances, to a cash payment in lieu of a Target Share) subject to applicable terms and conditions. Target Shareholder means each person who is registered in the Target Share Register as a holder of Target Shares. Target Warranties means the representations and warranties of Target set out in Schedule 4. Tax Act means the Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act 1997 (Cth), or both as the context requires. Tax Conditions means any conditions or undertakings in the form of, substantially in the form of, or otherwise consistent with the form of, the ‘standard’ and ‘additional’ tax conditions published by or on behalf of FIRB in section D of FIRB’s guidance note 12 on ‘Tax Conditions’ (in the form as published immediately prior to 14 March 2025), and such other Tax-related conditions described under the headings ‘General’, ‘Provision of information’, ‘Thin capitalisation’, ‘Financing’, ‘Private Equity / Private Capital’ and ‘Conditions reporting’ in section D of FIRB’s guidance note 12 on ‘Tax Conditions’ (in the