Merger Partner has the meaning specified in the last paragraph of Section 7.4.
Merger Partner shall have the meaning set forth in the Preamble. “Merger Partner Benefit Arrangement” means any Benefit Arrangement sponsored, maintained or contributed to, or required to be maintained or contributed to, by any member of the Merger Partner Group. “Merger Partner Board” shall have the meaning set forth in the Merger Agreement. “Merger Partner Common Stock” shall have the meaning set forth in the Merger Agreement. “Merger Partner Employee” shall have the meaning set forth in the Separation Agreement. “Merger Partner Equity Plan” means the Everi Holdings Inc. Amended and Restated 2014 Equity Incentive Plan. “Merger Partner FSA” shall have the meaning set forth in Section 5.1. “Merger Partner Future Benefit Arrangement” means any Benefit Arrangement that Merger Partner or any member of the Merger Partner Group assumes, adopts, establishes or begins sponsoring, maintaining or contributing to on or after the Merger Effective Time. “Merger Partner Group” shall have the meaning set forth in the Separation Agreement.
Merger Partner shall have the meaning set forth in the Preamble. “Merger Partner Board” shall have the meaning set forth in the Merger Agreement. “Merger Partner Common Stock” shall have the meaning set forth in the Merger Agreement. “Merger Partner Dividend” shall have the meaning set forth in the Separation Agreement. “Merger Sub” shall have the meaning set forth in the Recitals. “Party” shall have the meaning set forth in the Preamble. “Person” shall have the meaning set forth in the Separation Agreement. “Relevant Leases” means the Leases identified on Schedule 2 attached hereto with respect to which the Consent of the Landlord is required for (a) the assignment to a Spinco Asset Transferee, (b) the assignment to a Remainco Asset Transferee, (c) the sublease or license to a Spinco Asset Transferee or similar agreement with a Spinco Asset Transferee or (d) the sublease or license to a Remainco Asset Transferee or similar agreement with a Remainco Asset Transferee. “Relocating Party” shall have the meaning set forth in Section 5.1. “Remainco” shall have the meaning set forth in the Preamble. “Remainco Asset Transferee” shall have the meaning set forth in the Separation Agreement. “Remainco Board” shall have the meaning set forth in the Recitals. “Remainco Group” shall have the meaning set forth in the Separation Agreement.
Examples of Merger Partner in a sentence
The parties hereto acknowledge that Public Company and Merger Partner shall be irreparably harmed and that there shall be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder set forth in this Agreement.
Stockholder accordingly agrees that, in addition to any other remedies that may be available to Public Company or Merger Partner, as applicable upon any such violation, such party shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to such party at law or in equity without posting any bond or other undertaking.
Each of Public Company and Merger Partner will hold any such information which is nonpublic in confidence in accordance with the Confidentiality Agreement.
If there is a Merger all of the provisions of this Debenture (specifically including Section 4) shall be read and interpreted as if this Debenture was issued by the Merger Partner issuing the MP Common Stock on the date hereof and this Debenture was initially convertible into MP Common Stock.
Stockholder makes no agreement or understanding herein as a director or officer of Merger Partner.
More Definitions of Merger Partner
Merger Partner means the other party to the merger in the case of a Change of Control pursuant to clause (a) of the definition american xxxxxxxxx.xxx • xxxxx xxxxxxxx xxxx, xxxxxxxxx, xxxx, 00000-0000 • phone: 000-000-0000 • fax: 000-000-0000 thereof or the acquirer of the assets in the case of a sale of all or substantially all of the Company’s assets. As used in this Agreement, a “Trigger Event” is (i) a Change of Control or (ii) a primary underwritten initial public offering of equity securities of the Company registered under the Securities Act of 1933 on Form S-1 (or a successor form). As used in this Agreement, a “Related Company” is American Greetings Corporation or any direct or indirect wholly owned subsidiaries of American Greetings Corporation. As a condition to the exercise of the stock options provided for in this section, the Company may require you to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required. Your vested stock options may only be exercised in compliance with applicable securities laws, and your stock options and any shares issued upon exercise thereof may be restricted and/or legended consistent with such requirements as determined by the Company. In no event shall the Company have any obligation to register any of its securities under the Securities Act of 1933 or otherwise. If the Company completes an initial public offering of its stock, however, it intends to register shares issuable upon the exercise of stock options on Form S-8, if the Company is then eligible to do so.
Merger Partner shall have the meaning set forth in the Preamble. “Merger Partner Adjustment Consultation Period” shall have the meaning set forth in Section 2.5(e). “Merger Partner Adjustment Report” shall have the meaning set forth in Section 2.5(h). “Merger Partner Adjustment Review Period” shall have the meaning set forth in Section 2.5(c). “Merger Partner Board” means shall have the meaning set forth in the Merger Agreement. “Merger Partner Closing Cash Amount” means an amount, as of immediately prior to the Merger Effective Time, calculated in accordance with the Merger Partner Transaction Accounting Principles, equal to the sum of all cash, net of settlement assets and liabilities, cash equivalents, marketable securities, checks, drafts and deposits (net of any uncleared checks and drafts written or issued), provided that the effects of the Contemplated Transactions shall be disregarded for purposes of calculating the Merger Partner Closing Cash Amount; provided, further, that the term “Merger Partner Closing Cash Amount” shall not include any (i) proceeds of the Financing or (ii) Merger Partner Restricted Cash . “Merger Partner Closing Dividend Payment” means the product of the Merger Partner Closing Dividend Payment Per Share and the Merger Partner Record Date Outstanding Shares.
Merger Partner shall have the meaning set forth in the Preamble. “Merger Partner Common Stock” shall have the meaning set forth in the Merger Agreement. “Merger Partner Consolidated Return” means any U.S. federal consolidated Income Tax Return and any consolidated, combined, unitary or similar Income Tax Return required to be filed under state, local or non-U.S. Law that includes any member of the Spinco Group and that is not a Remainco Consolidated Return. A Merger Partner Consolidated Return shall include any U.S. federal consolidated Income Tax Return required to be filed by any member of the Spinco Group as the “common parent” of an “affiliated group” (in each case, within the meaning of Section 1504 of the Code), and any consolidated, combined, unitary or similar Income Tax Return required to be filed by any member of the Spinco Group under a similar or analogous provision of state, local or non-U.S. Law. “Merger Partner Dividend” shall have the meaning set forth in the Separation Agreement. “Merger Sub” shall have the meaning set forth in the Recitals. “Mixed Business Tax Return” means any Tax Return, including any consolidated, combined or unitary Tax Return, that reflects or reports Taxes that relate to at least one Asset or activity that is part of the Remainco Retained Business, on the one hand, and at least one Asset or activity that is part of the Spinco Business, on the other hand. “Non-Controlling Company” shall have the meaning set forth in Section 8.02(b). “Party” shall have the meanings set forth in the Preamble. “Past Practices” shall have the meaning set forth in Section 0.
Merger Partner shall have the meaning set forth in the Preamble.
Merger Partner shall have the meaning specified in the recitals to this Agreement.
Merger Partner has the meaning set forth in the first paragraph of this Agreement.
Merger Partner shall have the meaning set forth in Section 4.8(h) of this Agreement.