Delaware – 10/06/05 ____________________________ 2 To be dissolved effective upon consummation of the transactions contemplated by the LS Merger Agreement.
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.
Agreement and Plan of Merger has the meaning set forth in the first recital above.
First Merger shall have the meaning given in the Recitals hereto.
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.
Company Merger shall have the meaning given 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.
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
Parent Agreement has the meaning given to it in Clause 12;
Agreement of Merger has the meaning set forth in Section 2.01(b).
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.
Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).
Reorganization Agreement has the meaning set forth in the recitals.
Pre-Acquisition Reorganization has the meaning set out in Section 6.8;
Merger Effective Time shall have the meaning assigned to the term “Effective Time” in the Merger 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.
Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.
Merger Closing shall have the meaning set forth in Section 2.2.
Company Acquisition Transaction means any transaction or series of transactions involving:
Merger Sub 2 shall have the meaning given in the Recitals hereto.