Acquiror Entity definition

Acquiror Entity has the meaning set forth in the first sentence of Article IV.
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Acquiror Entity means Acquiror and any of its affiliates thereof (including MB Parent and Surviving Corporation) that is treated as a member at any time of a controlled group that includes Acquiror under Section 414 of the Code or Title IV of ERISA and "Times Mirror Entity" means Times Mirror and any entity, other than an Acquiror Entity, that is treated as a member at any time of a controlled group that includes Times Mirror under Section 414 of the Code or Title IV of ERISA.
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Acquiror Entity has the meaning set forth in the first sentence of Article IV. "ACQUIROR ENTITY MATERIAL ADVERSE EFFECT" means any effect, change, event, fact, condition, occurrence or development that, individually or in the aggregate, with other effects, changes, events, facts, conditions, occurrences or developments, has been or would reasonably be expected to be materially adverse to the condition (financial or otherwise), assets, liabilities, properties, business or results of operations of the Acquiror Entities taken as a whole; provided, however, that to the extent any effect, change, event, fact, condition, occurrence or development is caused by or results from any of the following, it shall not be taken into account in determining whether there has been an "Acquiror Entity Material Adverse Effect": (i) the execution of this Agreement, the public announcement thereof or any transaction contemplated hereby or (ii) factors affecting the U.S. economy or financial markets as a whole and not specifically relating to (or having a materially disproportionate effect (relative to the effect on other Persons operating in the same industry as the Acquiror Entities) on) the Acquiror Entities taken as whole.
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Examples of Acquiror Entity in a sentence

  • Each Acquiror Entity has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

  • In the past three years, there has been no failure, material substandard performance, or breach of any computer systems of any of the Acquiror Entities or their contractors that has caused any material disruption to their respective businesses and no Acquiror Entity has provided or been required to provide any notice to any Person regarding any unauthorized use or disclosure of any personal information collected or controlled by such Acquiror Entity.

  • Notwithstanding the foregoing, no representation is made by any Acquiror Entity with respect to statements made in any of the foregoing documents based upon information supplied by the Company or its Subsidiaries.

  • There are no pending or, to the knowledge of Acquiror, threatened Legal Proceedings against an Acquiror Entity, their respective properties or assets, or, to the knowledge of Acquiror, any of their respective directors, managers, officers or employees (in their capacity as such).

  • No power of attorney related to Taxes which is currently in force has been granted by any Acquiror Entity.

  • There are no investigations or other inquiries pending or, to the knowledge of Acquiror, threatened by any Governmental Authority, against an Acquiror Entity, their respective properties or assets, or, to the knowledge of Acquiror, any of their respective directors, managers, officers or employees (in their capacity as such).

  • There is no outstanding Governmental Order imposed upon an Acquiror Entity, nor are any assets of the Acquiror Entities’ respective businesses bound or subject to any Governmental Order the violation of which would, individually or in the aggregate, reasonably be expected to be material to Acquiror.

  • No Acquiror Entity has applied pursuant to Section 412(c) of the Code or Section 302(c) of ERISA for a waiver of the minimum funding standard with respect to any Acquiror Benefit Plan.

  • As of the date of this Agreement, there is no action, suit, proceeding or investigation pending or, to the Knowledge of Parent or Acquisition Sub, threatened against either Acquiror Entity, at law or in equity, that could reasonably be expected to have an Acquiror Entity Material Adverse Effect.

  • Each Acquiror Entity was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, and has not, other than in connection with the transactions contemplated hereby or thereby and other than those incidental to its organization and maintenance of corporate existence, (i) engaged in any business activities, (ii) conducted any operations, (iii) incurred any liabilities or (iv) owned any assets or property.

Related to Acquiror Entity

  • Acquiror has the meaning set forth in the Preamble.

  • PubCo has the meaning set forth in the Preamble.

  • Merger Sub has the meaning set forth in the Preamble.

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.

  • Merger Subs has the meaning set forth in the Preamble.

  • MergerSub has the meaning set forth in the preamble hereto.

  • Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.

  • Parent means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • Merger Sub 2 has the meaning set forth in the Preamble.

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

  • Acquirer means a business organization, financial institution, or an agent of a business organization or financial institution that has authority from an organization that operates or licenses a credit card system to authorize merchants to accept, transmit, or process payment by credit card through the credit card system for money, goods or services, or anything else of value.

  • Acquiror Board means the board of directors of Acquiror.

  • Merger Sub Board means the board of directors of Merger Sub.

  • CBI means Central Bureau of Investigation

  • Contributor means Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work.

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Acquiror Common Stock means the common stock, $0.001 par value per share, of Acquiror.

  • Seller Parent has the meaning set forth in the Preamble.

  • Buyer Parent has the meaning set forth in the Preamble.

  • Parent Parties means Parent and Merger Sub.

  • Seller Entities means the Seller and its affiliates other than the Buyer Entities;

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Company Shareholder means a holder of Company Shares.