Independent Directors means (i) the Initial Independent Directors and (ii) the directors to be nominated by the Nominating and Corporate Governance Committee of the Board (or, if no such committee is in existence, the Board) in accordance with Section 2.1(e).
Information means information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memoranda and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data.
Initial Independent Director has the meaning set forth in Section 2.1(a).
Initial Sponsor Director has the meaning set forth in Section 2.1(a).
Initial Wynn Director has the meaning set forth in Section 2.1(a).
Investor Rights Agreement has the meaning set forth in the Preamble.
Laws means all laws, acts, statutes, constitutions, treaties, ordinances, codes, rules, regulations, and rulings of a Governmental Entity, including common law. All references to Laws shall be deemed to include any amendments thereto, and any successor Law, unless the context otherwise requires.
Memorandum of Association means the memorandum of association of WIL.
Merger has the meaning set forth in the Recitals.
Necessary Action means, with respect to any Party and a specified result, all actions (to the extent such actions are not prohibited by applicable Law and are within such Partys control and, in the case of any action that requires a vote or other action on the part of the Board, to the extent such action is consistent with the fiduciary duties of the Board) necessary to cause such result, including (i) calling special meetings of shareholders, (ii) voting or providing a written consent or proxy, if applicable with respect to WIL Ordinary Shares, (ii) causing the adoption of shareholders resolutions and amendments to the Organizational Documents, (iv) executing agreements and instruments, (v) making, or causing to be made, with Governmental Entities, such filings, registrations or similar actions as may be required to achieve such result and (vi) nominating or appointing certain Persons (including to fill vacancies) to the Board in connection with the annual or special meeting of shareholders of WIL.
Organizational Documents means the Memorandum of Association, the Bye-laws and any other similar organizational documents of WIL.
Party has the meaning set forth in the Preamble.
Person means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental agency or instrumentality or other entity of any kind.
Rating Agencies means Moodys Investors Service and Standard & Poors.
SEC means the United States Securities and Exchange Commission.
Securities Act means the Securities Act of 1933.
Share Equivalents means, with respect to any Person, all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject) common shares or other equity securities of such Person (including any notes or other indebtedness convertible into or exchangeable for common shares or other equity securities of such Person) and all other rights to purchase or otherwise acquire equity securities or securities convertible into, or exchangeable or exercisable for, equity securities.