Merger Consent definition

Merger Consent has the meaning specified in Section 8.2.

Merger Consent shall have the meaning assigned to such term in the Recitals hereto.

Merger Consent has the meaning given to such term in the Credit Agreement.

Examples of Merger Consent in a sentence

• The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other corporate proceeding on the part of the Company is necessary to authorize this Agreement (other than the Merger Consent).

• The Company shall cause the Merger Consent to be delivered to Buyer as promptly as practicable and in any event within 24 hours following the time this Agreement is executed and delivered by the Parties.

• To our knowledge, (i) no stay of the effectiveness of the Merger Consent has been issued by the FCC, and (ii) the Merger Consent has not been invalidated by any subsequently published FCC action.

• Prior to 5:00 p.m. Eastern Time on the day immediately following the date of this Agreement, the Company will deliver the Merger Consent, which will include, with respect to all of its shares of Company Capital Stock, the consent in writing of each Signatory Stockholder with respect to the approval and adoption of this Agreement and the Contemplated Transactions.

• The Company and Parent shall have received duly executed copies of the Merger Consent.

• The consent and waiver set forth in the Merger Consent Letter apply and are effective only with respect to any Default or Event of Default that arises or could arise solely as a result of a violation of Section 8.03 of the Amended and Restated Term Loan Agreement and analogous provisions of the other Restructured Loan Documents as a result of the Company, Merger Sub and Federated entering into and consummating each of the Merger Transactions.

• Subject to Section 5.02(f), the Company’s Board of Directors shall recommend unanimously that any stockholders of the Company requested to do so should execute the Merger Consent.

• The Merger Consent is the only vote of holders of any class or series of securities of the Company necessary to adopt this Agreement or to approve the Merger and the other transactions other than the Restructuring contemplated hereby.

• The only votes or consents of holders of any Equity Interest of any Acquired Company necessary to approve and adopt this Agreement and the Contemplated Transactions are the Merger Consent.

• The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized and approved by the Company’s Board of Directors, and no other corporate proceeding or action on the part of the Company and its stockholders is necessary to authorize this Agreement and the transactions contemplated hereby (other than the Merger Consent).

More Definitions of Merger Consent

Merger Consent has the meaning set forth in Section 6.14(a).

Merger Consent means the approval and adoption of this Agreement and the Contemplated Transactions in writing by the requisite holders of outstanding shares of Company Capital Stock, with the Company Preferred Stock voting on an as-converted basis, in accordance with the DGCL and the Company’s Organizational Documents.

Merger Consent has the meaning ascribed to such term in Section 5.1.

Merger Consent means the affirmative vote or consent of holders of at least a majority of the Common Shares and the Preferred Shares (on an as-converted basis in accordance with the Charter), voting together as a single class on the record date chosen for purposes of determining the stockholders of the Company entitled to vote on the approval of this Agreement, the Merger and the transactions contemplated hereby, in accordance with the DGCL and the Company’s Organizational Documents.

Merger Consent has the meaning specified in Section 4.3.