TPG Pace Merger Sub will merge with and into Nerdy (the “Merger”), with Nerdy surviving the Merger.
Merger Sub 2 shall have the meaning given in the Recitals hereto.
Merger Sub 1 has the meaning set forth in the Preamble.
Merger Sub Board means the board of directors of Merger Sub.
Merger Sub has the meaning set forth in the Preamble.
Merger Subsidiary shall have the meaning set forth in the preamble to this Agreement.
MergerSub has the meaning set forth in the Preamble.
First Merger shall have the meaning given in the Recitals hereto.
Merger Sub I has the meaning set forth in the Preamble.
MergerCo has the meaning set forth in the Preamble.
Merger Sub II has the meaning set forth in the Preamble.
Company Merger shall have the meaning given in the Recitals.
Merger Subs has the meaning set forth in the Preamble.
Acquisition Sub shall have the meaning set forth in the Preamble.
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Merger Closing shall have the meaning set forth in Section 2.2.
Second Merger has the meaning set forth in the Recitals.
Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Effective Time has the meaning set forth in Section 2.2.
Blocker has the meaning set forth in the preamble.
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.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Certificate of Merger has the meaning set forth in Section 2.2.
Merger Agreement has the meaning set forth in the Recitals.
Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.
Closing Merger Consideration has the meaning set forth in Section 2.02