Merger Exit definition

Merger Exit means a Change of Control transaction (other than a Sponsor Sale) that is structured as a merger, consolidation, sale of all or substantially all assets or similar business combination of the Company.
Merger Exit shall have the meaning set forth in the Stockholders Agreement.

Examples of Merger Exit in a sentence

  • All confidential and/or proprietary information relating to the Merger Exit that is provided or made available to the Televisa Investors shall be kept strictly confidential in accordance with Section 10.10.1.

  • The Televisa Investors further agree not to participate in or form a Group in connection with any sales process relating to either a transaction to effect a Merger Exit or Sponsor Sale other than as set forth in the Change of Control Procedures.

  • As promptly as practicable following the delivery of either a Sponsor Sale Notice or a Merger Exit Notice, the Company and Televisa shall contact the first arbitrator listed on Schedule 4.9 and ask him to serve.

  • In the event that Televisa delivers a timely Merger Exit Participation Election, then each other Televisa Investor shall be obligated (to the same extent as Televisa) to participate in such Merger Exit on the terms and conditions specified herein.

  • The Televisa Investors further agree not to participate in or form a Group in connection with any sales process relating to either a transaction to effect a Sponsor Sale or Merger Exit other than as set forth in the Change of Control Procedures.

  • As promptly as practicable following the delivery of either a Sponsor Sale Notice or a Merger Exit Notice, the Company and Televisa will discuss with the Arbitrator the general process that is anticipated and procedures that the Arbitrator may desire to implement in order to be kept informed of material events related to such Sponsor Sale or Merger Exit process.

  • If Televisa fails to provide a timely Merger Exit Participation Election, then the Televisa Investors shall, subject to Section 4.10, roll-over all of their Shares into equity of the Acquiror (and receive cash to the extent provided in Section 4.8.6(b)).

  • The Prospective Selling Stockholders shall furnish a written notice of their intention to pursue a Merger Exit to the Company, which shall promptly furnish such notice to Televisa, or the Company shall furnish a written notice of its or the Board’s intention to pursue a Merger Exit to Televisa (any such notice referenced in this sentence, the “Merger Exit Notice”).

  • For the avoidance of doubt, any Sponsor Sale or Merger Exit shall be subject to the terms of Section 3.3.2 and 3.3.3.

  • In the event of any dispute between or among the parties to this Agreement relating to or arising out of the Televisa Investors’ rights and obligations in the event of either a Sponsor Sale or a Merger Exit as set forth in Section 4.7 or 4.8 (collectively, the “Change of Control Procedures”) or whether a Change of Control is a Compliant Change of Control Transaction, the terms of this Section 4.9 shall apply.

Related to Merger Exit

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by 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.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Merger Event shall have the meaning specified in Section 14.07(a).

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Merger has the meaning set forth in the Recitals.

  • Takeover Offer Document means, if following the date of this Agreement, Verizon elects to implement the Acquisition by way of the Takeover Offer in accordance with Clause 3.6, the document to be despatched to Fleetmatics Shareholders and others by Verizon containing, amongst other things, the Takeover Offer, the Conditions (save insofar as not appropriate in the case of a Takeover Offer) and certain information about Verizon and Fleetmatics and, where the context so admits, includes any form of acceptance, election, notice or other document reasonably required in connection with the Takeover Offer;

  • Merger Sub 1 has the meaning set forth in the Preamble.

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

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Merger Sub Board means the board of directors of Merger Sub.

  • Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Business Combination Transaction means:

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

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

  • Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.

  • Fundamental Documents means, with respect to a corporation, the charter and bylaws (each as amended) or, with respect to any other Person, the documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include: