The JWS Merger Agreement or the JWS Offer shall at any time be terminated, cancelled or rescinded, or the JWS Acquisition or any of the other JWS Merger Transactions shall at any time be abandoned.
Bank Merger Agreement has the meaning set forth in Section 6.10.
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.
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.
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.
Transaction Agreement has the meaning set forth in the recitals.
First Merger shall have the meaning given in the Recitals hereto.
Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.
Company Merger has the meaning set forth 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;
Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.
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.
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.
Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).
Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.
Reorganization Agreement has the meaning set forth in the recitals.
Reorganization Transactions shall have 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.
Merger Closing means “Closing,” as that term is defined in the Merger Agreement.
Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.
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.