CVI Merger Agreement means the Agreement and Plan of Merger dated as of December 24, 2012 among Covidien Group S.a.r.l., Duckhorn Delaware Corp., CV Ingenuity Corp. and Fortis Advisors LLC.
Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.
Merger Agreement has the meaning set forth in the Recitals.
Share Exchange Agreement has the meaning specified 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.
First Merger shall have the meaning given in the Recitals hereto.
Agreement and Plan of Merger has the meaning set forth in the first recital above.
Second Merger has the meaning set forth in the Recitals.
Transaction Agreement has the meaning set forth in the recitals.
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.
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.
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.
Reorganization Agreement has the meaning set forth in the recitals.
Agreement of Merger has the meaning set forth in Section 2.01(b).
Reorganization Transactions shall have the meaning set forth in the recitals.
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
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.
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.
Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.
Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.
Parent Agreement has the meaning given to it in Clause 12;
Pre-Acquisition Reorganization has the meaning set out in Section 6.8;
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.