The Contingent Payments Reimbursement Payments are intended to be a reimbursement to Ascent for the contingent payments due to the former shareholders of Ascent pursuant to the Ascent Merger Agreement.
Merger Agreement has the meaning set forth in the Recitals.
Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.
Share Exchange Agreement has the meaning specified in the Recitals.
Second Merger has the meaning set forth in the Recitals.
Plan of Merger has the meaning set forth in Section 2.2.
Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.
First Merger shall have the meaning given in the Recitals hereto.
Transaction Agreement has the meaning set forth in the recitals.
Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.
Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.
Company Merger shall have the meaning given in the Recitals.
Specified Merger Agreement Representations such of the representations made by the Target with respect to the Target and its Subsidiaries in the Merger Agreement as are material to the interests of the Lenders and the Joint Bookrunners (in their capacities as such), but only to the extent that the Borrower (or its Affiliates) has the right to terminate the Borrower’s (or such Affiliate’s) obligations under the Merger Agreement or the right to decline to consummate the Merger as a result of a breach of such representations in the Merger Agreement.
unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.
Merger Effective Time shall have the meaning assigned to the term “Effective Time” in the Merger Agreement.
Agreement and Plan of Merger has the meaning set forth in the first recital above.
Merger Closing shall have the meaning set forth in Section 2.2.
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
Business Combination Agreement shall have the meaning given in the Recitals hereto.
Effective Time has the meaning set forth in Section 2.2.
Company Acquisition Transaction means any transaction or series of transactions involving:
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.
Company Shareholder Approval means the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders’ Meeting by the Required Company Vote.
Merger Sub 2 shall have the meaning given in the Recitals hereto.
MergerSub has the meaning set forth in the Preamble.
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.