Subsidiaries (including any Company Vessels or voting securities of the Company’s Subsidiaries) equal to, individually or in the aggregate, 15% or more of the fair market value of the consolidated assets of the Company and its Subsidiaries or to which 15% or more of the consolidated net income or revenues of the Company and its Subsidiaries for the then most recently completed four-quarter period are attributable, (ii) any direct or indirect acquisition of 15% or more of the total outstanding equity or voting securities of the Company, including by way of tender offer or exchange offer, (iii) a merger, consolidation, spin-off, share exchange (including a split-off), business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, extraordinary dividend, dissolution or other similar transaction involving the Company or any of its Subsidiaries involving (A) 15% or more of the consolidated assets of the Company and its Subsidiaries or assets of the Company and/or any of its Subsidiaries that represented, individually or in the aggregate, 15% or more of the consolidated net income or revenues of the Company for the then most recently completed four-quarter period or (B) 15% or more of the total outstanding equity or voting securities of the Company, or (iv) any other transaction or series of transactions having a similar effect to those described in
clauses (i)
,
(ii)
or
(iii)
.
“
Action
” means any litigation, claim, action, suit, hearing, arbitration, audit, inspection, investigation or other proceeding (whether civil, criminal, administrative, labor or investigative) by or before a Governmental Authority or arbitrator(s).
“
Affiliate
” means, with respect to a Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with, such Person. For purposes of this definition and as used otherwise in this Agreement, “
Control
” (including the terms “Controlled by” and “under common Control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, as trustee or executor, by Contract or otherwise;
provided
, that in no event shall any portfolio company of a private equity investor or asset management investor in a Party be deemed an Affiliate of such Party.
“
Antitrust Laws
” means any antitrust, competition or trade regulatory Laws of any jurisdiction, including the HSR Act.
“
BCC
” means the Belgian Companies Code adopted by the Act of May 7, 1999, as amended and replaced from time to time.
“
Book-Entry Share
” means a share of Company Common Stock outstanding immediately prior to the Effective Time represented by book-entry.
“
Business Day
” means (except as otherwise expressly set forth herein) a day other than Saturday, Sunday or other day on which commercial banks located in New York, New York or in Brussels, Belgium are authorized or required by applicable Law to close.
“
Certificate
” means each certificate which, immediately prior to the Effective Time, represented outstanding shares of Company Common Stock.
“
Closing Parent Price
” means the closing price per Parent Share on the NYSE (as reported on Bloomberg or, if not reported thereby, another alternative source as reasonably agreed by Parent and the Company) on the last trading day prior to the Effective Date.
“
Code
” means the Internal Revenue Code of 1986, as amended.
“
Company Balance Sheet
” means the audited consolidated balance sheet of the Company as of December 31, 2016, and the footnotes thereto, audited by the Company’s auditors Deloitte & Touche LLP.
“
Company Balance Sheet Date
” means December 31, 2016.
“
Company Benefit Plan
” means any employee benefit plan, including any (i) deferred compensation or retirement plan or arrangement, (ii) defined contribution retirement plan or arrangement, (iii) defined benefit retirement plan or arrangement, (iv) employee welfare benefit plan or material fringe benefit plan or program, or (v) stock purchase, stock option, severance pay, employment, change-in-control, retention, vacation pay, salary continuation, sick leave, excess benefit, bonus or other incentive compensation, life insurance, employee loan or other employee benefit plan, practice, contract,