Acquiror Schedule definition

Acquiror Schedule has the meaning set forth in Section 6.22(b).
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Acquiror Schedule has the meaning set forth in Section 6.22(b). "Acquiror Voting Agreement" means the voting agreement, dated the date hereof, between Acquiror, the Company and Hearst Corporation. "Acquisition Proposal" has the meaning set forth in Section 6.01(a). "Affiliate" of any Person means any other Person, directly or indirectly, through one or more intermediary Persons, controlling, controlled by or under common control with such Person. "After Tax Basis" has the meaning set forth in Section 6.09(h)(i). "Aggregate Consideration" has the meaning set forth in Section 1.02(d). "Aggregate Shares Delivered" has the meaning set forth in Section 1.02(d). "Agreed Rate" means the annual rate of interest quoted, from time to time, by Citibank, N.A. in New York City as its prime rate of interest for the purpose of determining the interest rates charged by it for United States dollar commercial loans made in the United States. "Agreement" or "this Agreement" shall mean, and the words "herein", "hereof" and "hereunder" and words of similar import shall refer to, this instrument as it from time to time may be amended, including the exhibits and schedules hereto. "Audit or "audited" when used in regard to financial statements shall mean an examination of the financial statements by a firm of independent public accountants in accordance with generally accepted auditing standards for the purpose of expressing an opinion thereon. "Authorized Agent" has the meaning set forth in Section 9.14. "Broadcasting" means, collectively, PBC and the Broadcasting Subsidiaries. "Broadcasting Assets" has the meaning set forth in Section 2.02(a). "Broadcasting Employee" means any employee or former employee of Broadcasting. "Broadcasting Employee Plan" has the meaning set forth in Section 4.10(a). "Broadcasting Pension Plan" has the meaning set forth in Section 4.10(b). "Broadcasting Subsidiaries" has the meaning set forth in Section 2.02(a). "Broadcasting Tax Returns" has the meaning set forth in Section 6.09(h)(ii). "Broadcasting Unaudited Financial Statements" has the meaning set forth in Section 4.03. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banking institutions in New York City are authorized or required by law, regulation or executive order to be closed. "Certificate of Merger" has the meaning set forth in Section 1.03. "Certificates" has the meaning set forth in Section 1.04(b). I-51
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Acquiror Schedule is defined in the preamble to Article VI hereof.
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Examples of Acquiror Schedule in a sentence

  • If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement.

  • Except as set forth on Acquiror Schedule 5.6, the Acquiror Bank Shares are, and will be on the Closing Date, freely transferable and are, and will be on the Closing Date, subject to no claim of right inconsistent with this Agreement.

  • As used herein, the phrase “to the knowledge” shall mean the actual knowledge of, in the case of the Company, the persons set forth on Schedule 1.04(a), and in the case of Acquiror, the persons set forth on Acquiror Schedule 1.04(b), in each case, after reasonable inquiry.

  • IA cannot plausibly argue that its actions will have no effect on library ebook revenues when it engages in a systematic effort to convince libraries to use the Open Libraries project as a substitute for paying for authorized ebooks.

  • If applicable, Acquiror has furnished to Target in writing, a copy of which is set forth in Section 6.7 of the Acquiror Schedule, a description of all litigation, actions, suits, proceedings, arbitrations, investigations known to it, judgments, decrees, injunctions or orders pending, or to its best knowledge, threatened against or involving Acquiror, or any of their properties or rights as of the date hereof.

  • Except as set forth on Acquiror Schedule 5.10, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the Transactions based upon arrangements made by Acquiror or any of its Affiliates.

  • If SHI disagrees with either of the determinations set forth in the Acquiror Schedule, SHI shall give notice thereof to Acquiror within 30 days after delivery of the Acquiror Schedule to SHI, such notice to include reasonable detail regarding the basis for the disagreement.

  • Further details, in particular with regard to specific restrictions, can be found in the Documentation.

  • Except as disclosed in an Acquiror SEC Report filed prior to the date of this Agreement or as set forth on Acquiror Schedule 5.9, Acquiror and each Acquiror Subsidiary is, and at all times since January 1, 2011, has been, in compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its respective businesses or the ownership or use of any of its respective assets.

  • Except as set forth on Schedule 3.3 of the Acquiror Schedule of Exceptions, Acquiror does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, limited liability company, trust, joint venture, association, or other entity.

Related to Acquiror Schedule

  • Purchaser Schedule means the Purchaser Schedule to this Agreement listing the Purchasers of the Notes and including their notice and payment information.

  • Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.

  • Buyer Disclosure Schedule means the disclosure schedule dated as of the date hereof delivered by Buyer to Seller in connection with the execution and delivery of this Agreement.

  • Schedule of Exceptions shall have the meaning set forth in Section 5, and is attached hereto as Exhibit C.

  • Disclosure Schedule means the Disclosure Schedule, dated as of the date hereof, delivered to the Buyer by the Seller concurrently with the execution of this Agreement.

  • Schedule means a schedule to this Agreement.

  • Purchaser Disclosure Schedule means the disclosure schedule of Purchaser delivered to Seller in connection with the execution and delivery of this Agreement.

  • Disclosure Schedules means the Disclosure Schedules of the Company delivered concurrently herewith.

  • Company Disclosure Schedule means the disclosure schedule of the Company referred to in, and delivered pursuant to, this Agreement.

  • Conversion Schedule means the Conversion Schedule in the form of Schedule 1 attached hereto.

  • Schedule F means internal revenue service schedule F (form 1040) filed by a taxpayer pursuant to the Internal Revenue Code.

  • Seller Disclosure Schedule means the disclosure schedule of Seller delivered to Purchaser in connection with the execution and delivery of this Agreement.

  • Disclosure Letter means the disclosure letter, dated the Effective Date, delivered by the Credit Parties to the Collateral Agent, as may be updated on the Tranche A Closing Date (if required and as permitted hereunder).

  • Buyer SEC Documents shall have the meaning set forth in Section 4.10(a).

  • Buyer Disclosure Schedules means the disclosure schedules of the Buyer, dated as of the date hereof, accompanying this Agreement.

  • Schedule of Contracts means the list or lists of Contracts attached as Schedule A to this Agreement, which Contracts are being transferred to the Owner Trustee as part of the Trust Estate, which list or lists shall set forth the following information with respect to each such Contract in numbered columns:

  • Disclosure Letters means the Seller Disclosure Letter and the Buyer Disclosure Letter.

  • Order Schedule means MSC’s form Order Schedule or any other mutually agreed upon order schedule which references this Agreement (by citing the MSC Agreement Number above or otherwise) and sets forth, among other things, the Software, Maintenance and/or Services to be provided by MSC to Customer hereunder and the fees to be paid by Customer.

  • Disclosure Memorandum means the set of numbered schedules referencing Sections of this Agreement delivered by Seller and dated of even date herewith, as supplemented by new or amended schedules delivered by Seller prior to the Closing.

  • Parent Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Parent to the Company.

  • Buyer Disclosure Letter means the letter, dated as of the date hereof, delivered by Buyer to Seller prior to the execution of this Agreement and identified as the Buyer Disclosure Letter.

  • Buyer SEC Reports has the meaning set forth in Section 4.6.

  • Company Disclosure Schedules means the disclosure schedules delivered by the Company to the Commitment Parties on the date of this Agreement.

  • Purchaser Disclosure Letter means the disclosure letter delivered by the Purchaser to the Company at the time of execution hereof.

  • Seller Disclosure Schedules means those certain Seller Disclosure Schedules dated as of the date of this Agreement, provided by Seller to Purchaser.

  • Progress Schedule means a schedule of the Work, in a form satisfactory to Owner, as further set forth in Section 3.02.