Post-Merger Net Revenues means gross revenues of the Seller Business as determined in accordance with GAAP less discounts, allowances and pass through revenue amounts for media advertising.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Base Merger Consideration means an amount equal to $1,855,000,000.
First Merger shall have the meaning given in the Recitals hereto.
Second Merger has the meaning set forth in the Recitals.
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Cash Merger Consideration has the meaning set forth in Section 2.9(a).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Target Business Acquisition Period means the period commencing from the effectiveness of the registration statement filed with the SEC in connection with the Company's IPO up to and including the first to occur of (i) a Business Combination; or (ii) the Termination Date.
Cash Merger has the meaning set forth in Section 5.04(b)(ii).
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Permitted Merger shall have the meaning set forth in Section 3.01.
Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.
Merger Closing means “Closing,” as that term is defined in the Merger Agreement.
Company Merger has the meaning set forth in the recitals hereto.
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.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Post-Acquisition Period means, with respect to any Permitted Acquisition, the period beginning on the date such Permitted Acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such Permitted Acquisition is consummated.
Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.
Share Acquisition Date means the first date of public announcement by the Company (by press release, filing made with the Securities and Exchange Commission or otherwise) that an Acquiring Person has become such.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Share Exchange Ratio has the meaning given to it in Section 3.1(d);
Bank Merger Agreement has the meaning set forth in Section 6.10.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).