Polaris Merger Agreement means the Second Amended and Restated Agreement and Plan of Merger, dated as of March 12, 2009, by and between Polaris Acquisition Corp. and Xxxxxx Telematics, Inc.
Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.
Merger Agreement has the meaning set forth in the Recitals.
Second Merger has the meaning set forth in the Recitals.
Share Exchange Agreement has the meaning specified in the Recitals.
First Merger shall have the meaning given in the Recitals hereto.
Plan of Merger has the meaning set forth in Section 2.2.
Company Merger shall have the meaning given in the Recitals.
Agreement and Plan of Merger has the meaning set forth in the first recital above.
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.
Agreement of Merger has the meaning set forth in Section 2.01(b).
Transaction Agreement has 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.
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
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.
Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.
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.
Reorganization Transactions shall have the meaning set forth in the recitals.
Bank Merger has the meaning set forth in Section 1.03.
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.
Merger Closing shall have the meaning set forth in Section 2.2.
Reorganization Agreement has the meaning set forth in the recitals.
Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Share Exchange has the meaning set forth in Section 2.1.
Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.