The total obligation of the Investors to fund in connection with the Closing, the Epicor Merger Closing and the Epicor Offer Closing shall in no event exceed the Closing Commitment.
Offer Closing Date has the meaning set forth in Section 1.01(f).
Market Seller Offer Cap means a maximum offer price applicable to certain Market Sellers under certain conditions, as determined in accordance with Tariff, Attachment DD. section 6 and Tariff, Attachment M-Appendix, section II.E.
Merger Closing shall have the meaning set forth in Section 2.2.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Acceptance Time has the meaning set forth in Section 2.1(a).
Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;
Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.
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.
Second Closing has the meaning set forth in Section 2.2.
IPO means the Company’s first underwritten public offering of its Common Stock under the Securities Act.
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.
Stockholder Approval Date means the date on which Stockholder Approval is received and deemed effective under Delaware law.
Initial Closing shall have the meaning ascribed to such term in Section 2.1.
Effective Time has the meaning set forth in Section 2.2.
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Pre-Closing Period means any taxable period ending on or before the Closing Date.
First Closing has the meaning set forth in Section 2.1(a).
Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.
Merger Effective Time shall have the meaning assigned to the term “Effective Time” in the Merger Agreement.
Company Shareholder Meeting has the meaning set forth in Section 5.2(a).
First Effective Time has the meaning specified in Section 2.02.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
IPO Closing Date means the closing date of the IPO.
Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.