The Company and the Reference Entity hereby covenant and agree that the Company and the Reference Entity shall not effect any Spin-Off, Split-Off or Share Election Merger in violation of applicable fraudulent conveyance and fraudulent transfer laws.
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
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.
Company Shareholder Approval has the meaning set forth in Section 4.03(d).
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Company Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.
Share Exchange Event shall have the meaning specified in Section 14.07(a).
Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
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.
Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.
Company Merger has the meaning set forth in the recitals hereto.
Reorganization Transactions shall have the meaning set forth in the recitals.
Termination Transaction has the meaning set forth in Section 11.2.B hereof.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Change in Control Transaction means the occurrence of any of the following events:
Company Stockholders Meeting has the meaning set forth in Section 6.2(a).
Merger Sub Board means the board of directors of Merger Sub.
Base Merger Consideration means an amount equal to $1,855,000,000.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.
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.
Bank Merger Agreement has the meaning set forth in Section 6.10.
Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.