(ii) Company Class B Shares or (iii) Company Common Shares or (c) any merger, consolidation, business combination, recapitalization, liquidation, dissolution, binding share exchange or similar transaction involving the Company pursuant to which any Third Party (or the shareholders of any Third Party) would own, directly or indirectly, 10% or more of any class of equity securities of the Company or of the surviving entity in a merger or the resulting direct or indirect parent of the Company or such surviving entity, other than, in each case, the transactions contemplated hereby, (d) any issuance, sale or disposition, directly or indirectly, to any Person or group of any securities (or options, rights, warrants to purchase, or securities convertible into or exchangeable for, such securities) representing 10% or more of the voting power of the Company, or (e) any combination of the foregoing (in each case, other than the Merger and the transactions contemplated by this Agreement).
“Takeover Proposal Documentation” means any letter of intent, memorandum of understanding, agreement in principle, merger agreement, share purchase agreement, asset purchase agreement, acquisition agreement, option agreement or similar agreement relating to a Takeover Proposal (other than a confidentiality agreement referred to in Section 6.06(a)).
“Tax” or “Taxes” means all federal, state, local and non-U.S. income, profits, franchise, gross receipts, environmental, customs duties, capital stock, severance, stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, production, value added, occupancy, license, estimated, real property, personal property, windfall profits, occupation, premium, social security (or similar), workers compensation, transfer, registration, alternative or other tax, duty, fee or assessment of any nature whatsoever (together with any interest or penalty, addition to Tax or additional amount imposed with respect thereto by any Governmental Authority).
“Tax Return” means any and all returns, reports, statements, certificates, schedules, filings, documents or similar statements required to be filed with a Governmental Authority with respect to any Tax, including any and all information, returns, claims for refund, amended returns or declarations of estimated Tax and any and all attachments, amendments, supporting workpapers and supplements thereto.
“Third Party” means any Person or group (as defined in Section 13(d)(3) of the Exchange Act) other than Parent, Merger Sub or any Affiliates thereof.
“Treasury Regulation” means the regulations promulgated under the Code.
“Willful Breach” means a material breach of this Agreement that is a consequence of an act or omission undertaken by the breaching party with the Knowledge that the taking of or the omission of taking such act would, or would reasonably be expected to, cause or constitute a material breach of this Agreement.
Index of Defined Terms
Adverse Recommendation Change Section 6.06(b)
Agreement Preamble
Annual Bonus Section 6.08(e)
Bankruptcy and Equity Exception Section 4.02
Chosen Courts Section 9.08
Closing Section 2.02
Closing Conditions Measurement Date Section 2.02
Closing Date Section 2.02
Company Preamble
Company 401(k) Plan Section 6.08(e)
Company Board of Directors Recitals
Company Class A Shares Recitals
Company Class B Shares Recitals
Company Common Shares Recitals
Company Employee Section 6.08(a)
Company Fundamental Representations Section 7.02(a)
Company Incentive Plan Section 6.08(e)
Company Insurance Subsidiary Section 4.11
Company Recommendation Section 6.05
Company RSA Consideration Section 2.07(a)