Post-Merger Unit Offering means the offering of Second Units.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
IPO means the Company’s first underwritten public offering of its Common Stock under the Securities Act.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
First Merger shall have the meaning given in the Recitals hereto.
Share Exchange Event shall have the meaning specified in Section 14.07(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.
Base Merger Consideration means an amount equal to $1,855,000,000.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Share Exchange has the meaning set forth in Section 2.1.
Company Merger shall have the meaning given in the Recitals.
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.
Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.
Cash Merger Consideration has the meaning set forth in Section 2.5.
Stock Split means any kind of stock split in relation to the Shares, including a free share distribution to the holders of Shares, a stock dividend or a sub-division of Shares;
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Company Acquisition Transaction means any transaction or series of transactions involving:
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
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.
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.