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.

  • 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.

  • Austin Lewis IV, as Representative of the Narrowstep stockholders (the "Original Merger Agreement"), as amended by First Amendment to the Agreement and Plan of Merger (the "First Merger Agreement Amendment"), dated as of August 13, 2008 and as amended by Second Amendment to the Agreement and Plan of Merger (the "Second Merger Agreement Amendment"), dated as of September 12, 2008 (as amended, the “Merger Agreement”).

  • The Company Disclosure Schedule attached as Exhibit D hereto is delivered as of the date of the First Merger Agreement and the Parent Disclosure Schedule attached as Exhibit E hereto is delivered as of the date of this Agreement, and no amendments or modifications thereto shall be made.

  • In preparing our Opinion, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction of (i) the Registration Statement, (ii) the First Merger Agreement, (iii) the Second Merger Agreement and (iv) such other documents and information as we have deemed necessary or appropriate to render our Opinion.

  • 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.

  • 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).

  • 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.

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

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 shall have the meaning given in the Recitals hereto.

  • 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 set forth in the recitals hereto.

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

  • 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.

  • Merger Closing means the “Closing” as 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.

  • 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.

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