Merger Sub Board means the board of directors of Merger Sub.
First Merger shall have the meaning given in the Recitals hereto.
Effective Time has the meaning set forth in Section 2.2.
Company Merger shall have the meaning given in the Recitals.
Company Board means the Board of Directors of the Company.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Sub-Advisor shall include the Sub-Advisor and/or any of its affiliates and the directors, officers and employees of the Sub-Advisor and/or any of its affiliates.
Merger Sub 2 shall have the meaning given in the Recitals hereto.
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Sub-Adviser means an adviser to
Second Merger has the meaning set forth in the Recitals.
Merger Sub 1 has the meaning set forth in the Preamble.
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.
MergerSub has the meaning set forth in the Preamble.
Merger Agreement has the meaning set forth in the Recitals.
Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.
Merger Sub II has the meaning set forth in the Preamble.
Merger Closing shall have the meaning set forth in Section 2.2.
Merger Sub I has the meaning set forth in the Preamble.
Company Shareholders Meeting shall have the meaning set forth in Section 2 hereof.
Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).
Company Stockholders Meeting has the meaning set forth in Section 6.2(a).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Company Shareholder Approval means the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders’ Meeting by the Required Company Vote.