NAI Spinco Merger means the merger of NAI Spinco with and into New News Corporation, which is part of the Restructuring and which the Parties intend to be treated as a reorganization for U.S. federal income tax purposes;
First Merger shall have the meaning given in the Recitals hereto.
Second Merger has the meaning set forth in the Recitals.
Company Merger shall have the meaning given in the Recitals.
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.
Cash Merger has the meaning set forth in Section 5.04(b)(ii).
Merger Sub II has the meaning set forth in the Preamble.
Merger Sub I has the meaning set forth in the Preamble.
Merger Closing shall have the meaning set forth in Section 2.2.
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.
Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.
Merger Sub 2 shall have the meaning given in the Recitals hereto.
Merger Sub 1 has the meaning set forth in the Preamble.
Permitted Merger shall have the meaning set forth in Section 3.01.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Reorganization Transactions shall have the meaning set forth in the recitals.
Surviving Entity has the meaning set forth in Section 2.1.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
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.
Agreement of Merger has the meaning set forth in Section 2.01(b).
Merger Sub Board means the board of directors of Merger Sub.
Merger has the meaning set forth in the Recitals.
Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.
Bank Merger has the meaning set forth in Section 1.03.