Scheme Effective Date means the date on which the Court Order sanctioning the Scheme is duly delivered on behalf of the Target to the Registrar of Companies in accordance with section 899 of the Companies Act 2006.
Screen Rate means, in relation to LIBOR, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page is replaced or service ceases to be available, the Interim Facility Agent may specify another page or service displaying the appropriate rate in accordance with Clause 7.5 (Replacement of Screen Rate).
Security Interest means any mortgage, charge (fixed or floating), pledge, lien, hypothecation, right of set-off, security trust, assignment, reservation of title or other security interest and any other agreement (including a sale and repurchase arrangement) having the commercial effect of conferring security.
Squeeze-Out means an acquisition of the outstanding shares in the Target that BidCo has not acquired pursuant to the procedures contained in sections 979 to 982 of the Companies Act 2006.
Subordinated Shareholder Document means any document creating Subordinated Shareholder Liabilities.
Subordinated Shareholder Liabilities means any loan or other indebtedness owed by the Borrower to TopCo or any other (direct or indirect) shareholder of the Borrower, provided that such loan or indebtedness is subordinated as to both interest and principal to the Interim Facilities on terms satisfactory to the Interim Facility Agent (acting on the instructions of the Majority Interim Lenders (acting reasonably)).
Subsidiary means, in relation to any person:
|(a) || |
an entity (including a partnership) of which that person has direct or indirect control; and
|(b) || |
an entity of which a person has direct or indirect control or owns directly or indirectly more than 50 per cent. of the voting capital or similar right of ownership,
and, for this purpose, control means the direct or indirect ownership of a majority of the voting share capital or similar ownership rights of that entity, or the right or ability to determine the composition of a majority of the board of directors (or equivalent body) of such entity or otherwise to direct the management of such entity whether by virtue of ownership of share capital, contract or otherwise.
Target means Wales.
TARGET Day means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system is open for the settlement of payments in euro.
Target Group means the Target and its Subsidiaries.
Tax means any present or future tax, levy, assessment, impost, deduction, duty or withholding or any charge of a similar nature (including any related interest, penalty or fine).
Tax Credit means a credit against, relief from, or rebate, repayment, remission or refund of, any Tax.
Tax Deduction means a deduction or withholding for or on account of Tax from any payment under an Interim Finance Document, other than a FATCA Deduction.