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 qualified by Section 3.25(b) of the Acquiror Schedule of Exceptions, the representations and warranties of Acquiror contained in Section 3.25(b) with respect to Acquiror Significant Suppliers shall be true and correct in all material respects as of the Closing Date.

  • 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.

  • Within fifteen (15) Business Days of the date hereof, Company shall cause to be delivered to Acquiror: (a) an employment agreement; (b) a change in control agreement; (c) a restrictive covenant agreement to be effective upon the Effective Time; and (d) a restrictive covenant agreement to be effective immediately upon execution; each in the form reasonably acceptable to the parties thereto, which such parties are indicated on Acquiror Schedule 6.10.

  • Any disclosure made by a party in the Schedules or Acquiror Schedules with reference to any section or schedule of this Agreement shall be deemed to be a disclosure with respect to all other sections or schedules to which such disclosure may apply solely to the extent the relevance of such disclosure is reasonably apparent on the face of the disclosure in such Schedule or Acquiror Schedule.

  • Except for the approvals referred to on Acquiror Schedule 5.4 or in Section 8.1 and the requisite approval of its shareholders, neither Acquiror nor any Acquiror Subsidiary is or will be required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

  • True, correct and complete copies of the Contracts listed on Acquiror Schedule 5.17(a) have been delivered to or made available to the Company or its agents or representatives.

  • For the purposes of the forgoing sentence, any exception to such representation and warranty set forth in the Acquiror Schedule of Exceptions shall be stated generally and shall not identify any employee of Acquiror or such Subsidiary of Acquiror or person subject to any health plan of Acquiror or such Subsidiary of Acquiror who has made medical claims.

  • Except as disclosed in any Acquiror SEC Report filed prior to the date of this Agreement or as set forth on Acquiror Schedule 5.6, Acquiror is, and will be on the Closing Date, the record and beneficial owner of 100% of the Acquiror Bank Shares and all of the issued and outstanding shares of capital stock of each other Acquiror Subsidiary, free and clear of any lien or encumbrance whatsoever.

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 delivered by Buyer to Seller on the date hereof.

  • 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 by the Seller to the Purchaser in connection with 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 dated the date hereof regarding this Agreement that has been provided by the Company to Parent and Merger Subsidiary.

  • 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 that certain Disclosure Letter, dated as of the Closing Date, executed and delivered by the Borrower to the Administrative Agent, for the benefit of the Lenders.

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

  • Buyer Disclosure Schedules means the disclosure schedules delivered by Buyer to Seller concurrently with the execution and delivery of 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.

  • 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 Purchaser Disclosure Letter attached hereto, dated as of the date hereof, delivered by Purchaser in connection with this Agreement.

  • 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.

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