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Merger Agreement Parties definition

Merger Agreement Parties means each of CBS and Viacom.
Sample 1Sample 2Sample 3
Merger Agreement Parties means the parties to the Merger Agreement.
Sample 1

Examples of Merger Agreement Parties in a sentence

  • The Merger Agreement Parties shall promptly provide copies to NAI of any written comments received from the SEC with respect to the Consent Solicitation Statement and the Registration Statement and promptly advise NAI of any oral comments received from the SEC.

  • Each of the Merger Agreement Parties shall deliver a copy of any notice, request, instruction or other communication or document it gives or makes under the Merger Agreement concurrently to NAI and its counsel in accordance with Section 17.4.

  • In contrast, it is clear that the Merger Agreement Parties would not have agreed to provide preferential treatment to connected members who failed to make their elections by the election deadline.

  • Each of the Merger Agreement Parties agrees that each of the NAI Parties shall be a third-party beneficiary of Section 7.13 of the Merger Agreement, entitled to enforce such section in accordance with its terms.

  • The Merger Agreement Parties agree that the date October 7, 2007 contained in Section 7.1(b) of the Merger Agreement is extended until all distributions and other transactions contemplated by the Merger Agreement and the Closing Escrow Agreement have been completed on the Closing Escrow Release Date.

  • To determine those expectations, the Court must inquire what conduct the Merger Agreement Parties would clearly have agreed to proscribe had they foreseen it.At the outset, I note that plaintiff would have had no claim for breach of the implied covenant if defendants had declined to accept late elections altogether.

  • Specifically, the Merger Agreement Parties would not have agreed to decline all late elections unless certain connected members failed to get their forms in on time.

  • It is not clear, then, that the Merger Agreement Parties would have agreed to proscribe reasonable efforts to accommodate all late elections had this need been foreseen.

  • On the Closing Escrow Release Date, the Merger Escrow Documents shall be delivered by the Closing Escrow Agent to the Merger Agreement Parties entitled to receive such documents under the Closing Escrow Agreement, the Merger Agreement or such Merger Escrow Documents.

  • Prior to the Closing, each of Asset Buyer, on the one hand, and the Merger Agreement Parties, on the other hand, agrees to use commercially reasonable efforts to coordinate with the other in good faith with respect to the determination of Net Closing Cash (as defined in the Asset Purchase Agreement) and the Estimated Adjustment Amount (as defined in the Asset Purchase Agreement) and to involve the other party in any scheduled substantive discussions with Osprey regarding the foregoing.

Related to Merger Agreement Parties

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

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

  • Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.

  • Parent Parties means Parent and Merger Sub.

  • Transaction Agreement 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.

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

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Plan of Merger has the meaning given to such term in Section 2.2.

  • Acquisition Sub shall have the meaning set forth in the Preamble.

  • Transaction Parties As defined in Section 5.3(o).

  • MergerSub means Actavis W.C. Holding 2 LLC, a company organized in Nevada.

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

  • Acquisition Subsidiary has the meaning specified in Section 7.14.

  • 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.

  • MergerCo has the meaning set forth in the Preamble.

  • Buyer Parties means Buyer, Owner, the Lenders and each of their Affiliates and all of their respective directors, officers, agents, advisors, engineers, contractors, consultants, representatives, assigns, employees and any other Person acting on behalf of any of them or in representation, interest, benefit thereto.

  • Related Transactions Documents means the Loan Documents and all other agreements or instruments executed in connection with the Related Transactions.

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

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Acquisition Agreement as defined in the recitals hereto.

  • Company Ancillary Agreements means, collectively, each certificate to be delivered on behalf of the Company by an officer or officers of the Company at the Closing pursuant to Article VII and each agreement or document (other than this Agreement) that the Company is to enter into as a party thereto pursuant to this Agreement.

  • Merger Subs has the meaning set forth in the Preamble.

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

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