Company Recommendation has the meaning set forth in Section 5.3(b).
Company Board Recommendation has the meaning set forth in Section 3.03(d).
Board Recommendation has the meaning ascribed thereto in Section 2.4(2).
Parent Board Recommendation has the meaning set forth in Section 5.12(a).
Adverse Recommendation Change has the meaning assigned in Section 5.7(f).
Company Adverse Recommendation Change shall have the meaning set forth in Section 5.3(c).
Change of Recommendation has the meaning set forth in Section 6.3(d).
Change in Recommendation has the meaning set forth in Section 6.02(a).
Company Board means the Board of Directors of the Company.
Recommendation means any change to a security’s price target or other type of recommendation in the case of an equity Covered Security, or any initial rating or rating change in the case of a fixed income Covered Security in either case issued by a Research Analyst.
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).
Company Board of Directors means the board of directors of the Company.
ECB Recommended Rate means a rate (inclusive of any spreads or adjustments) recommended as the replacement for €STR by the European Central Bank (or any successor administrator of €STR) and/or by a committee officially endorsed or convened by the European Central Bank (or any successor administrator of €STR) for the purpose of recommending a replacement for €STR (which rate may be produced by the European Central Bank or another administrator), as determined by the Issuer and notified by the Issuer to the Calculation Agent;
Company Takeover Proposal means (i) any proposal or offer for a merger, consolidation, dissolution, recapitalization or other business combination involving the Company, (ii) any proposal for the issuance by the Company of over 30% of its equity securities as consideration for the assets or securities of another person or (iii) any proposal or offer to acquire in any manner, directly or indirectly, over 30% of the equity securities or consolidated total assets of the Company, in each case other than the Merger.
Fairness Opinion has the meaning set forth in Section 4.22.
Merger Sub Board means the board of directors of Merger Sub.
Proxy Statement has the meaning set forth in Section 6.03(a).
Suggestions means all suggested improvements to the Service Offerings that you provide to us.
Schedule 14D-9 has the meaning set forth in Section 1.02(a).
Other Filings has the meaning set forth in Section 6.8(a).
Takeover Proposal means any offer or proposal for, or any indication of interest in, a merger or other business combination involving Target or the acquisition of any significant equity interest in, or a significant portion of the assets of, Target, other than the transactions contemplated by this Agreement.
Parent Board means the board of directors of Parent.
Company Proxy Statement has the meaning set forth in Section 3.5.
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.
Acquisition Proposal has the meaning set forth in Section 5.03(a).
Business Combination Proposal has the meaning set forth in Section 5.8.