DMRC Merger Agreement means the Agreement and Plan of Merger to be entered into by and between DMRC and DMRC Sub prior to the Distribution Date.
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.
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.
Second Merger has the meaning set forth in the Recitals.
Transaction Agreement has the meaning set forth 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.
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.
First Merger shall have the meaning given in the Recitals hereto.
Reorganization Transactions shall have the meaning set forth in the recitals.
Reorganization Agreement has the meaning set forth in the recitals.
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.
Agreement of Merger has the meaning set forth in Section 2.01(b).
Company Merger shall have the meaning given in the Recitals.
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.
Parent Agreement has the meaning given to it in Clause 12;
Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).
Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.
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.
Business Combination Agreement shall have the meaning given in the Recitals hereto.