First Merger Agreement definition

First Merger Agreement has the meaning ascribed to such term in the Recitals to this Agreement.
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First Merger Agreement means the Agreement and Plan of Merger by and among ZoomInfo Technologies Inc., a Delaware corporation, ZoomInfo Newco Inc., a Delaware corporation and a direct, wholly owned subsidiary of ZoomInfo Technologies Inc. and ZoomInfo MergerSub 1 Inc., a Delaware corporation and a direct, wholly owned subsidiary of ZoomInfo NewCo Inc., entered into as of October 29, 2021.
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Examples of First Merger Agreement in a sentence

  • This proxy and appointment (i) is irrevocable, (ii) is coupled with an interest and (iii) constitutes, among other things, an inducement for Jefferies to enter into the First Merger Agreement and the Second Merger Agreement.

  • The Stockholder understands and acknowledges that Jefferies is entering into the First Merger Agreement and Second Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Voting Agreement.

  • Tangible items held for sale, in the process of production for sale, or which will be consumed in the production of goods for sale or in the provisions of services for a fee.

  • Any purported update or modification to the Company Disclosure Schedule or Parent Disclosure Schedule after the date of the First Merger Agreement shall be disregarded.

  • Pursuant to the First Merger Agreement, Merger Sub One will merge with and into the Company, with the Company as the surviving corporation (the “First Merger”) and each share of the Company’s Common Stock issued and outstanding immediately prior to the effective time of the First Merger will be converted into one share of New Jefferies common stock and the Company will then immediately convert into a limited liability company (the “LLC Conversion”).

  • The text of the General Approach was sent to you with my letter of 15 June.

  • Notwithstanding the foregoing, Parent and Merger Sub shall have no obligation hereunder if the transactions contemplated by the First Merger Agreement are consummated.

  • The acquisition of the Company was completed by way of a "triangular merger" pursuant to the provisions of the Amended and Restated Agreement and Plan of Merger (First Merger Agreement) among the Company, Worldbid and Worldbid’s wholly owned subsidiary, Royalite Acquisition Corp.

  • Under the terms of the First Merger Agreement, the Company was merged with and into Worldbid Sub, with Worldbid Sub continuing as the surviving corporation (First Merger).

  • This Agreement and the First Merger Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof.

Related to First Merger Agreement

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

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

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

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

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

  • Plan of Merger has the meaning set forth in Section 2.2.

  • Company Merger has the meaning specified in the Recitals hereto.

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

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

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

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

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • 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.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Effective Time has the meaning set forth in Section 2.2.

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

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

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

  • Share Exchange has the meaning set forth in Section 2.1.

  • 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.

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