Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.
Merger Agreement has the meaning set forth in the Recitals.
Second Merger has the meaning set forth in the Recitals.
Share Exchange Agreement has the meaning specified 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.
Transaction Agreement has the meaning set forth in the recitals.
Plan of Merger has the meaning set forth in Section 2.2.
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.
Agreement and Plan of Merger has the meaning set forth in the first recital above.
Company Merger shall have the meaning given in the Recitals.
Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.
First Merger shall have the meaning given in the Recitals hereto.
Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.
Parent Agreement has the meaning given to it in Clause 12;
Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.
Reorganization Agreement has the meaning set forth in the recitals.
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
Reorganization Transactions shall have the meaning set forth in the recitals.
Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).
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.
Business Combination Agreement shall have the meaning given in the Recitals hereto.
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.
Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Agreement of Merger has the meaning set forth in Section 2.01(b).
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.