Merger Partner Group definition

Merger Partner Group shall have the meaning set forth in the Separation Agreement.
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Merger Partner Group means Merger Partner and each Entity that is or becomes a Subsidiary of Merger Partner (which shall (a) include, from and after the Merger Effective Time, each member of the Spinco Group, and (b) exclude, prior to the Merger Effective Time, each member of the Spinco Group). “Merger Partner Indebtedness” means, as of immediately prior to the Merger Effective Time, the aggregate amount of all Indebtedness of Merger Partner; provided that Merger Partner Indebtedness shall not include any of the Indebtedness under the Financing. Notwithstanding anything to the contrary contained in this Agreement, the term “Merger Partner Indebtedness” shall not include (a) trade payables, (b) amounts reflected in the Merger Partner Closing Net Working Capital, (c) endorsements of negotiable instruments for collection in the ordinary course of business, (d) obligations relating to any jackpot Liabilities or any obligations relating to any Credit Support Instruments, (e) obligations related to any lease that is or is required to be accounted for as an operating lease, (f) obligations that are guaranteed, endorsed or assumed by, or subject to a contingent obligation of, any member of the Merger Partner Group, (g) prepayment premiums, penalties, make-whole payments or obligations or other similar costs, fees or expenses incurred in connection with the prepayment, repayment, redemption, payoff, amendment, modification or supplement of the items related to indebtedness for borrowed money outstanding as of the date hereof or any Credit Support Instruments as of the date hereof or (h) any other obligations which the Merger Partner Transaction Accounting Principles provide shall not constitute Indebtedness, in each case, calculated in accordance with the Merger Partner Transaction Accounting Principles and the convention set forth on Schedule 1.1(g).
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Merger Partner Group shall have the meaning set forth in the Separation Agreement. “Merger Partner Information Security Program” means a written information security program that complies with applicable Privacy Laws, that when appropriately implemented and
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Examples of Merger Partner Group in a sentence

  • No member of the Merger Partner Group other than Merger Partner is required to file any documents with the SEC.

  • As of the date hereof, there is no stockholder rights plan, “poison pill,” anti-takeover plan or other similar device in effect to which any member of the Merger Partner Group is a party or otherwise is bound.

  • Merger Partner shall use its reasonable best efforts to ensure that all proxies solicited by or on behalf of any member of the Merger Partner Group and their Representatives in connection with the Merger Partner Stockholders’ Meeting are solicited in material compliance with all applicable Law; provided that no such efforts shall be required in the event that, prior to such solicitation, there has been a Merger Partner Change in Recommendation made in accordance with Section 5.2(c).

  • The covenants and obligations in the Transaction Documents that Merger Partner, Merger Sub or the other members of the Merger Partner Group are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.

  • With respect to each Spinco Employee, Merger Partner shall, or shall cause the applicable member of the Merger Partner Group (or a Spinco EOR) to, Assume and recognize all accrued but unused vacation and PTO as of the Distribution Effective Time.

  • Merger Partner has delivered or Made Available to Remainco accurate and complete copies of the Organizational Documents of the members of the Merger Partner Group, including all amendments thereto as in effect on the date hereof.

  • None of the members of the Merger Partner Group owns any Equity Interests of any member of the Remainco Group.

  • A member of the Merger Partner Group, as applicable, owns or has the rights to use all Merger Partner IP.

  • Without limiting Section 1.2(b) and (c), Merger Partner Group or Spinco shall, or shall cause a member of its Group to, acquire such workers’ compensation insurance coverage as is required by the applicable Law, and shall Assume all Liabilities related to all claims for workers’ compensation benefits and coverage which are incurred on or following the Distribution Date by Spinco Employees.

  • A member of the Merger Partner Group shall be solely responsible for providing continued health coverage to the extent required by COBRA under the applicable Spinco Benefit Arrangement or Merger Partner Benefit Arrangement to all Spinco Transferred Employees (and their qualifying beneficiaries) who experience a COBRA qualifying event upon or after the Distribution Effective Time, and shall be solely responsible for all claims, obligations and Liabilities incurred as a result of such COBRA coverage.

Related to Merger Partner Group

  • Partner Group means any legal entity that has direct or indirect Control over the Partner and only as long as that legal entity maintains direct or indirect Control (“Parent Companies”) as well as all Associated Companies of the Parent Companies.

  • Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • General Partner Loan shall have the meaning set forth in Section 4.3.B.

  • General Partner Units has the meaning assigned to such term in the Partnership Agreement.

  • Former Partner means (i) with respect to a Partner that is a trust, a Partner that has ceased to be a Qualified Trust, and has become a Former Partner, pursuant to the terms of Section 1.78; (ii) with respect to a Partner that is an Entity, a Partner that has ceased to be a Qualified Entity, and has become a Former Partner, pursuant to the terms of Section 1.18; (iii) a Partner that has become a Bankrupt Partner and a Former Partner, pursuant to the terms of Section 1.7; (iv) a Partner that has become a Pledgor Partner and a Former Partner, pursuant to the terms of Section 1.74; and (v) a Partner that ceases to be a Participating Stockholder with respect to the Class B Shares of each Company in which the Partnership owns Class B Shares.

  • General Partner Unit means a fractional part of the General Partner Interest having the rights and obligations specified with respect to the General Partner Interest. A General Partner Unit is not a Unit.

  • Common Unitholder means a Member who is the registered holder of Common Units.

  • Investor Limited Partner means any Limited Partner so designated at the time of its admission as a partner of the Partnership.

  • Founding Members means the collective reference to American Multi-Cinema, Inc., a Missouri corporation, Cinemark Media, Inc., a Delaware corporation, and Regal CineMedia Holdings, LLC, a Delaware limited liability company.

  • General Partner Interest means a Partnership Interest held by the General Partner, in its capacity as general partner. A General Partner Interest may be expressed as a number of Partnership Units.

  • Founding Member means any individual who is either:

  • Disqualified Partnership Any domestic entity classified as a partnership under the Code if any of its direct or indirect beneficial owners (other than through a U.S. corporation) are (or, under the applicable partnership agreement, are permitted to be) Disqualified Non-United States Tax Persons.

  • Limited Partner Interest means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be expressed as a number of Partnership Common Units, Partnership Preferred Units or other Partnership Units.

  • Blocker has the meaning set forth in the preamble.

  • Class B Member means a Member holding one or more Class B Ordinary Shares.

  • Holdco has the meaning set forth in the Preamble.

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Surviving General Partner has the meaning set forth in Section 7.01(d) hereof.

  • General Partner has the meaning set forth in the Preamble.

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of such Act.

  • Parent Stockholders means the holders of Parent Common Stock.

  • Special Member means, upon such person’s admission to the Company as a member of the Company pursuant to Section 5(c), a person acting as Independent Director, in such person’s capacity as a member of the Company. A Special Member shall only have the rights and duties expressly set forth in this Agreement.