Examples of KMP Merger Agreement in a sentence

Since the Balance Sheet Date, (a) there has not been a Parent Material Adverse Effect and (b) except for the execution, delivery and performance of this Agreement, the KMP Merger Agreement and the EPB Merger Agreement and the transactions contemplated hereby and thereby, Parent and its Subsidiaries have carried on and operated their respective businesses in all material respects in the ordinary course of business consistent with past practice.
Parent has heretofore provided to the Partnership a correct and complete copy of the KMP Merger Agreement and the KMR Merger Agreement.
Each of Parent and the Company shall coordinate the consummation of the transactions contemplated by this Agreement such that the transactions contemplated by this Agreement, the KMP Merger Agreement and the EPB Merger Agreement shall be consummated substantially concurrently on the same day and in the manner and sequence set forth on Section 1.2 of the Parent Disclosure Schedules.
At the Closing, each of Parent and the Partnership shall coordinate the consummation of the transactions contemplated by this Agreement such that the transactions contemplated by this Agreement (including the KMR Merger Agreement and the KMP Merger Agreement) shall be consummated in the manner and sequence set forth on Section 1.2 of the Parent Disclosure Schedule.
Each of the KMP Merger Agreement and the KMR Merger Agreement has been duly executed and delivered by Parent and the applicable merger Subsidiary and, assuming due authorization, execution and delivery of by the other parties thereto constitutes a legal, valid and binding obligation of each of Parent and the applicable merger Subsidiary, enforceable against Parent in accordance with its terms.
Parent has heretofore provided to the Partnership a correct and complete copy of the KMP Merger Agreement and the EPB Merger Agreement.
It is also understood and agreed that actions by KMP (to the extent taken at the direction of, with the consent of, or recommended by, the KMP Conflicts and Audit Committee and which are permitted by Section 5.3 of the KMP Merger Agreement), and actions by EPB (to the extent taken at the direction of, with the consent of, or recommended by, the EPB Conflicts Committee and which are permitted by Section 5.3 of the EPB Merger Agreement) shall not breach or violate this Section 5.4.

Related to KMP Merger Agreement

Merger Agreement has the meaning set forth in the Recitals.
Bank Merger Agreement has the meaning set forth in Section 6.10.
Share Exchange Agreement has the meaning specified in the Recitals.
Plan of Merger has the meaning set forth in Section 2.2.
Second Merger has the meaning set forth in the Recitals.
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.
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 Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.
First Merger shall have the meaning given in the Recitals hereto.
Company Merger has the meaning set forth in the recitals hereto.
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.
Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.
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.
Reorganization Transactions shall have the meaning set forth in the recitals.
Agreement of Merger has the meaning set forth in Section 2.01(b).
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Reorganization Agreement has the meaning set forth in the recitals.
Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.
Parent Agreement has the meaning given to it in Clause 12;
Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.
Company Acquisition Transaction means any transaction or series of transactions involving:
Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

KMP Merger Agreement definition

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