Securities Act means the Securities Act of 1933, as amended, and the rules promulgated thereunder.
Superior Proposal means, with respect to a Company, a bona fide written Takeover Proposal that was not knowingly solicited by, or the result of any knowing solicitation by, such Company or any of its Consolidated Subsidiaries or by any of their respective Affiliates or Representatives in violation of this Agreement, made by a third party that would result in such third party becoming the beneficial owner, directly or indirectly, of more than 75% of the total voting power of such Company or more than 75% of the assets of such Company on a consolidated basis (a) on terms which such Companys Board of Governors determines in good faith to be superior for the stockholders of such Company (in their capacity as stockholders), taken as a group, from a financial point of view as compared to the Mergers (after giving effect to any alternative proposed by such Company in accordance with Section 7.7), (b) that is reasonably likely to be consummated (taking into account, among other things, all legal, financial, regulatory and other aspects of the proposal, including any conditions, and the identity of the offeror) in a timely manner and in accordance with its terms and (c) in respect of which any required financing has been determined in good faith by such Companys Board of Governors to be reasonably likely to be obtained, as evidenced by a written commitment of a reputable financing source.
stockholder shall mean shareholder with respect to CCT II and Merger Sub 2 and stockholder with respect to FSIC II, FSIC III, FSIC IV, Merger Sub 1 and Merger Sub 3.
Surviving Company means Surviving Company 1, Surviving Company 2 or Surviving Company 3, as the case may be.
Takeover Proposal means any inquiry, proposal, discussions, negotiations or offer from any Person or group of Persons (other than FSIC III, FSIC IV, CCT II or FSIC II or any of their respective Affiliates) (a) with respect to a merger, consolidation, tender offer, exchange offer, stock acquisition, asset acquisition, share exchange, business combination, recapitalization, liquidation, dissolution, joint venture or similar transaction involving FSIC III, FSIC IV, CCT II or FSIC II, as applicable, or any of such partys respective Consolidated Subsidiaries, as applicable, or (b) relating to any direct or indirect acquisition, in one transaction or a series of transactions, of (i) assets or businesses (including any mortgage, pledge or similar disposition thereof but excluding any bona fide financing transaction) that constitute or represent, or would constitute or represent if such transaction is consummated, 25% or more of the total assets, net revenue or net income of FSIC III, FSIC IV, CCT II or FSIC II, as applicable, and such partys respective Consolidated Subsidiaries, taken as a whole, or (ii) 25% or more of the outstanding shares of capital stock of, or other equity or voting interests in, FSIC III or in any of FSIC IIIs Consolidated Subsidiaries, FSIC IV or in any of FSIC IVs Consolidated Subsidiaries, CCT II or in any of CCT IIs Consolidated Subsidiaries, or FSIC II or in any of FSIC IIs Consolidated Subsidiaries, as applicable, in each case other than the Merger and the other Transactions.
Tax means all federal, state, local, and foreign income, excise, gross receipts, gross income, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, duties, franchise, value added and other taxes, charges, levies or like assessments together with all penalties and additions to tax and interest thereon.