Merger Partner Group definition

Merger Partner Group shall have the meaning set forth in the Separation Agreement. “Merger Partner Information Security Program” means a written information security program that complies with applicable Privacy Laws, that when appropriately implemented and
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Merger Partner Group shall have the meaning set forth in the Separation Agreement.
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Merger Partner Group means Merger Partner and each Entity that is or becomes a Subsidiary of Merger Partner (which shall (a) include, from and after the Merger Effective Time, each member of the Spinco Group, and (b) exclude, prior to the Merger Effective Time, each member of the Spinco Group). “Merger Partner Indebtedness” means, as of immediately prior to the Merger Effective Time, the aggregate amount of all Indebtedness of Merger Partner; provided that Merger Partner Indebtedness shall not include any of the Indebtedness under the Financing. Notwithstanding anything to the contrary contained in this Agreement, the term “Merger Partner Indebtedness” shall not include (a) trade payables, (b) amounts reflected in the Merger Partner Closing Net Working Capital, (c) endorsements of negotiable instruments for collection in the ordinary course of business, (d) obligations relating to any jackpot Liabilities or any obligations relating to any Credit Support Instruments, (e) obligations related to any lease that is or is required to be accounted for as an operating lease, (f) obligations that are guaranteed, endorsed or assumed by, or subject to a contingent obligation of, any member of the Merger Partner Group, (g) prepayment premiums, penalties, make-whole payments or obligations or other similar costs, fees or expenses incurred in connection with the prepayment, repayment, redemption, payoff, amendment, modification or supplement of the items related to indebtedness for borrowed money outstanding as of the date hereof or any Credit Support Instruments as of the date hereof or (h) any other obligations which the Merger Partner Transaction Accounting Principles provide shall not constitute Indebtedness, in each case, calculated in accordance with the Merger Partner Transaction Accounting Principles and the convention set forth on Schedule 1.1(g).
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Examples of Merger Partner Group in a sentence

  • Except as would not reasonably be expected to be material to the Merger Partner Business or the Merger Partner Group, taken as a whole, each Insurance Policy and Self-Insurance program and arrangement relating to the Merger Partner Business and the members of the Merger Partner Group is binding and in full force and effect as of the date hereof.

  • Merger Partner shall, or shall cause the applicable member of the Merger Partner Group (or a Spinco EOR) to, administer earned but unused vacation or PTO benefits for Spinco Employees in accordance with any applicable Law and Spinco Labor Agreement; provided that Xxxxxx Partner agrees to payout upon termination of employment of the applicable Spinco Employee the legacy accrued but unused PTO balances set forth on Schedule 2.8(a).

  • As of the date hereof, there is no stockholder rights plan, “poison pill,” anti-takeover plan or other similar device in effect to which any member of the Merger Partner Group is a party or otherwise is bound.

  • The members of the Merger Partner Group have taken commercially reasonable actions to maintain the confidentiality of all trade secrets and other material confidential information included in the Merger Partner IP.

  • The Contemplated Transactions are and, as of the Closing, shall be exempt from any such stockholder rights plan, “poison pill,” anti- takeover plan or other similar device adopted prior to the Closing to which any member of the Merger Partner Group is a party or otherwise is bound.

  • Of the country-level networks with which UNCDF partners, 21 per cent engaged in some client protection activities in 2010.

  • A member of the Merger Partner Group shall be solely responsible for providing continued health coverage to the extent required by COBRA under the applicable Spinco Benefit Arrangement or Merger Partner Benefit Arrangement to all Spinco Transferred Employees (and their qualifying beneficiaries) who experience a COBRA qualifying event upon or after the Distribution Effective Time, and shall be solely responsible for all claims, obligations and Liabilities incurred as a result of such COBRA coverage.

  • No member of the Remainco Group owns any Equity Interests of any member of the Merger Partner Group.

  • Without limiting Section 1.2(b) and (c), Merger Partner Group or Spinco shall, or shall cause a member of its Group to, acquire such workers’ compensation insurance coverage as is required by the applicable Law, and shall Assume all Liabilities related to all claims for workers’ compensation benefits and coverage which are incurred on or following the Distribution Date by Spinco Employees.

  • Except as would not, individually or in the aggregate, to reasonably be expected to be material to the Merger Partner Business or the Merger Partner Group, taken as a whole, the Merger Partner IP is solely owned by a member of the Merger Partner Group free and clear of all Encumbrances, except for Permitted Encumbrances.

Related to Merger Partner Group

  • Partner Group means any legal entity that has direct or indirect Control over the Partner and only as long as that legal entity maintains direct or indirect Control (“Parent Companies”) as well as all Associated Companies of the Parent Companies.

  • Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Shareholder Group means (i) Shareholder and (ii) any Affiliate or Shareholder Family Entity (as defined in the Shareholder's Agreement) of Shareholder (other than the Company).

  • General Partner Loan has the meaning provided in Section 5.2(c) hereof.

  • General Partner Units has the meaning assigned to such term in the Partnership Agreement.

  • General Partner Unit means a fractional part of the General Partner Interest having the rights and obligations specified with respect to the General Partner Interest. A General Partner Unit is not a Unit.

  • Common Unitholder means a Member who is the registered holder of Common Units.

  • Investor Limited Partner means any Limited Partner so designated at the time of its admission as a partner of the Partnership.

  • Founding Members means the collective reference to American Multi-Cinema, Inc., a Missouri corporation, Cinemark Media, Inc., a Delaware corporation, and Regal CineMedia Holdings, LLC, a Delaware limited liability company.

  • General Partner Interest means the ownership interest of the General Partner in the Partnership (in its capacity as a general partner without reference to any Limited Partner Interest held by it) which may be evidenced by Partnership Securities or a combination thereof or interest therein, and includes any and all benefits to which the General Partner is entitled as provided in this Agreement, together with all obligations of the General Partner to comply with the terms and provisions of this Agreement.

  • Founding Member means any individual who is either:

  • Disqualified Partnership Any domestic entity classified as a partnership under the Code if any of its direct or indirect beneficial owners (other than through a U.S. corporation) are (or, under the applicable partnership agreement, are permitted to be) Disqualified Non-United States Tax Persons.

  • Limited Partner Interest means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be expressed as a number of Partnership Common Units, Partnership Preferred Units or other Partnership Units.

  • Blocker has the meaning set forth in the preamble.

  • Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.

  • Class B Member means a Member holding one or more Class B Ordinary Shares.

  • Co-licensed partner means a person who, with at least one other person, has the right to engage in

  • Holdco has the meaning set forth in the Preamble.

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Surviving General Partner has the meaning set forth in Section 11.2(d)(i)(A).

  • General Partner means the general partner of the Partnership.

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of the Act.

  • Parent Stockholders means the holders of the outstanding Parent Shares.

  • Co-opted Member means a person who is not a member of the authority but who-

  • Special Member means, upon such person’s admission to the Company as a member of the Company pursuant to Section 5(c), a person acting as Independent Director, in such person’s capacity as a member of the Company. A Special Member shall only have the rights and duties expressly set forth in this Agreement.