Acquiror Voting Agreement definition

Acquiror Voting Agreement means the voting agreement, dated the date hereof, between Acquiror, the Company and Hearst Corporation.
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Acquiror Voting Agreement means the voting agreement among Acquiror and certain stockholders of Acquiror, substantially in the form of Exhibit C.
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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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Examples of Acquiror Voting Agreement in a sentence

  • The transactions contemplated by the Acquiror Voting Agreement have been duly and validly approved by the Board of Directors of Acquiror prior to the execution and delivery of the Acquiror Voting Agreement in accordance with Section 203 of the DGCL.

  • The Acquiror Stockholder has not appointed or granted any proxy, which appointment or grant is still effective, with respect to the Acquiror Shares, other than pursuant to the Acquiror Voting Agreement, dated May 25, 1998, among the Acquiror Stockholder and the Company, or as otherwise disclosed in Schedule 5.05(a) to the Merger Agreement.

  • The Board of Directors of the Company has approved this Agreement and the transactions contemplated by this Agreement (including those contemplated by the Option Agreement, the Company Voting Agreement and the Acquiror Voting Agreement).

  • The Board of Directors of the Company has determined that the transactions contemplated by this Agreement, the Option Agreement, the Company Voting Agreement and the Acquiror Voting Agreement are fair to, advisable and in the best interests of the Company and its stockholders and has resolved to recommend to such stockholders that they vote in favor of this Agreement.

  • Pursuant to Item 601(b)(2) of Regulation S-K, set forth below is a list of the omitted exhibits and schedules: EXHIBIT A Form of Restated Charter of Acquiror EXHIBIT C Form of Acquiror Voting Agreement EXHIBIT D Form of Affiliate Agreements EXHIBIT E Form of Company Voting Agreement EXHIBIT F Form of Registration Rights Agreement Acquiror Disclosure Schedules contain a list of exceptions to the representations and warranties contained in the Merger Agreement.

  • Target shall have received from certain stockholders of Acquiror an executed Acquiror Voting Agreement in substantially the form attached hereto as Exhibit G.

  • Concurrently with the execution and delivery of this Agreement, Acquiror shall deliver to the Company the Acquiror Voting Agreement, signed by all of the directors and executive officers of Acquiror as of the Agreement Date who own or control the voting of any shares of Acquiror Common Stock.

  • Waiver of Jury Trial....................................74 ARTICLE X DEFINITIONS.......................................................74 EXHIBITS -------- EXHIBIT A Restated Charter EXHIBIT B Discrepancy Note Term Sheet EXHIBIT C Acquiror Voting Agreement EXHIBIT D Affiliate Agreements EXHIBIT E Company Voting Agreement EXHIBIT F Registration Rights Agreement SCHEDULES --------- Acquiror Disclosure Schedule Company Disclosure Schedule SCHEDULE 6.09 Part (a): XM Merger Shares.

  • As of the date hereof, each of the stockholders of Acquiror identified on Schedule 1.14 shall have executed an Acquiror Voting Agreement, in the form of Exhibit G attached hereto.


More Definitions of Acquiror Voting Agreement

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).
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Acquiror Voting Agreement means the agreement substantially in the form of Exhibit 7.1(f) hereto.
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Acquiror Voting Agreement has the meaning specified in the recitals hereto.
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Related to Acquiror Voting Agreement

  • Voting Agreement has the meaning set forth in the Recitals.

  • Voting Agreements has the meaning set forth in the Recitals.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Merger Agreement has the meaning set forth in the Recitals.

  • Required Company Stockholder Vote shall have the meaning set forth in Section 2.5.

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Stockholder Approval means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders of the Company with respect to issuance of all of the Warrants and the Warrant Shares upon the exercise thereof.

  • Shareholder Rights Plan means the amended and restated shareholder rights plan agreement dated as of November 10, 2015 between Parent and American Stock Transfer and Trust Company, LLC, as rights agent, as amended and restated as of April 18, 2016, as further amended, restated, succeeded or replaced from time to time, and any similar plan adopted from time to time;

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Company Voting Securities means the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election of directors to the Board.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • Voting Certificate means, in relation to any Meeting a certificate in the English language issued by a Paying Agent for Holders of Bearer Notes and dated in which it is stated:

  • Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.

  • Majority Shareholder Vote means a vote of “a majority of the outstanding voting securities” (as such term is defined in the 0000 Xxx) of the Trust with each class and series of Shares voting together as a single class, except to the extent otherwise required by the 1940 Act or this Declaration with respect to any one or more classes or series of Shares, in which case the applicable proportion of such classes or series of Shares voting as a separate class or series, as the case may be, also will be required.

  • Non-Voting Shares means a particular Class of Shares that do not carry the right to notice of or to attend or vote at general meetings of the ICAV or the relevant Fund.

  • Parent Agreement has the meaning given to it in Clause 12;

  • Support Agreement has the meaning set forth in the Recitals.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Preferred Shareholders means the holders of Preferred Shares.

  • Company Shareholder Meeting means a duly convened meeting of the Company’s shareholders called to obtain the Company Shareholder Approval, or any valid adjournment or postponement thereof made in accordance with this Agreement.