Holdings Merger Agreement definition

Holdings Merger Agreement means that certain Agreement and Plan of Merger between Xxxxxxxx Broadcasting Inc., a Delaware corporation, and LBI Holdings I, Inc. to be executed and delivered with respect to the Holdings Merger, substantially in the form of Exhibit Q annexed hereto, or in such other form delivered to the Administrative Agent from time to time.

Holdings Merger Agreement means the Agreement and Plan of Merger, dated as of September 3, 2010, by and among, the Partnership, the General Partner, Enterprise Products GP, LLC, Enterprise ETE LLC (“MergerCo”), and Enterprise GP Holdings L.P., a Delaware limited partnership (“Holdings”), providing, among other things, the merger of Holdings with and into MergerCo, with MergerCo surviving the merger (the “Holdings Merger”).

Holdings Merger Agreement has the meaning set forth in the recitals.

Examples of Holdings Merger Agreement in a sentence

• This Agreement shall terminate automatically upon the termination of the Holdings Merger Agreement in accordance with its terms.

• Promptly after the date hereof, Laser shall provide to the Company in writing the information with respect to the Laser Designees (as defined in the Holdings Merger Agreement) required by Section 14(f) of the Exchange Act and Rule 14f-1 of the SEC.

• Parent Holdings hereby acknowledges and agrees that, during the term of this Agreement, each of the certificates representing Registrable Securities shall be subject to stop transfer instructions and shall include the legend set forth in Section 7.2 of the Holdings Merger Agreement.

• The merger contemplated by the Holdings Merger Agreement shall have been consummated immediately prior to the Effective Time.

• The execution, delivery and performance of the Holdings Merger Agreement by the Company and Holdings do not, and the consummation by such parties of the merger contemplated by such agreement and compliance by such parties with the provisions of such agreement will not, conflict with, or result in any violation or breach of, (i) the organizational documents of such entity or (ii) any Law or Order applicable to such party or any of its Subsidiaries or any of its properties, rights or assets.

• The Company shall consummate, or shall cause the consummation of, the merger contemplated by the Holdings Merger Agreement immediately prior to the Effective Time; provided that the Company shall only be required to effect the foregoing action if it has received a certificate signed on behalf of Parent by the Chief Executive Officer or Chief Financial Officer of Parent that Parent is ready, willing and able to consummate the Closing.

• Each of the Company and Holdings has all requisite corporate, partnership or other power and authority to execute and deliver the Holdings Merger Agreement and to perform its obligations under such agreement and to consummate the merger contemplated by such agreement.

• The Holdings Merger Agreement has been duly executed and delivered by the Company and Holdings, and constitutes a legal, valid and binding obligation of each of the Company and Holdings, enforceable against such parties in accordance with its terms, subject to the Bankruptcy and Equity Exception.

• The Company shall not amend or otherwise modify the Holdings Merger Agreement without the prior written consent of Parent (such consent not to be unreasonably withheld or delayed).

• As used herein, (i) the term "material adverse effect" (including as used in any definition), with respect to any Person, shall exclude any change, event, effect or circumstance (a) arising in connection with the announcement or performance of the transactions contemplated by this Agreement or the Holdings Merger Agreement and (b) affecting the United States economy generally or such Person's industries generally; and (ii) "to the knowledge of the Company" shall mean to the actual knowledge of Xxxx X.

More Definitions of Holdings Merger Agreement

Holdings Merger Agreement shall have the meaning ascribed to it in the second paragraph of the Preamble. The term "Laser" shall have the meaning ascribed to it in the first paragraph of the Preamble.

Holdings Merger Agreement means the Agreement and Plan of Merger, dated as of the date hereof, by and among the Company and Holdings, pursuant to which Holdings will merge with and into the Company.

Holdings Merger Agreement means that certain Agreement and Plan of Merger dated as of August 17, 1999, among World Access, FaciliCom International, Inc., Armsxxxxx Xxxernational Telecommunications, Inc., Epic Interests, Inc. and BFV Associates, Inc., as the same may be amended, modified or supplemented from time to time (provided, however, that, if the term "Holdings Merger Agreement" is used herein or in another Loan Document and the context herein or in such other Loan Document in which such term is used specifically refers to the Holdings Merger Agreement as in existence or in effect as of a specific date, then the term "Holdings Merger Agreement" as used in such specific context shall mean the Holdings Merger Agreement as in existence or in effect as of such specific date without giving effect to any amendment, modification or supplement thereto entered into after such specific date).

Holdings Merger Agreement. The Merger Agreement between Holdings and the Company, in the form attached hereto as Exhibit 3.

Holdings Merger Agreement means that certain Agreement and Plan of Merger by and among Parent, Holdings, and Merger Sub dated as of May 1, 2004 as amended as of June 8, 2004, in the form delivered to General Administrative Agent and Lenders prior to their execution of this Agreement and as such agreement may be amended from time to time thereafter to the extent permitted under subsection 6.15.