Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Pre-Closing Reorganization 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.
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.
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.
Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.
Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on the Closing Date.
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.
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.
Pre-Release Transaction shall have the meaning set forth in Section 5.10.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.
Pre-Closing Period means any taxable period ending on or before the Closing Date.
Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.
Payoff Period For the first Distribution Date, the period from the Cut-Off Date through November 14, 2005, inclusive; and for any Distribution Date thereafter, the period from the 15th day of the Prior Period through the 14th day of the month of such Distribution Date, inclusive.
Assumed Obligations has the meaning specified in Section 2.2.
Assumed Final Distribution Date The Distribution Date in July 2036.
Acquisition Period means any period commencing on the date that a Material Acquisition is consummated through and including the last day of the second full fiscal quarter following the date on which such acquisition is consummated; provided that there shall be at least one full fiscal quarter between any two Acquisition Periods.
Post-Transaction Period means, with respect to any Specified Transaction, the period beginning on the date such Specified Transaction is consummated and ending on the last day of the eighth full consecutive fiscal quarter immediately following the date on which such Specified Transaction is consummated.
Closing Period means the period between the close of business on the date of this Agreement and the Closing.
Assumed Liabilities has the meaning set forth in Section 2.3.
SpinCo Separate Return means any Tax Return of or including any member of the SpinCo Group (including any consolidated, combined, or unitary return) that does not include any member of the Parent Group.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.
Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.
Delaware Divided LLC means any Delaware LLC which has been formed upon consummation of a Delaware LLC Division.