Merger Exit definition

Merger Exit shall have the meaning set forth in the Stockholders Agreement.
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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.
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Examples of Merger Exit in a sentence

  • 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)).

  • 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.

  • 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.

  • 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 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”).

  • 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 Merger Exit or Sponsor Sale other than as set forth in the Change of Control Procedures.

  • 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.

  • 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.

  • The Televisa Investors may Transfer any or all of their Shares in a Sponsor Sale, Merger Exit or subject to Section 3.1.6(b), other Sale or Transfer pursuant to and in accordance with the terms of Section 4.

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 3.2(a)(ii).

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

  • Merger Event means any (i) reclassification or change of the Shares that results in a transfer of or an irrevocable commitment to transfer all of such Shares outstanding to another entity or person, (ii) consolidation, amalgamation, merger or binding share exchange of the Share Company with or into another entity or person (other than a consolidation, amalgamation, merger or binding share exchange in which such Share Company is the continuing entity and which does not result in a reclassification or change of all of such Shares outstanding), (iii) takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person to purchase or otherwise obtain 100 per cent. of the outstanding Shares of the Share Company that results in a transfer of or an irrevocable commitment to transfer all such Shares (other than such Shares owned or controlled by such other entity or person), or (iv) consolidation, amalgamation, merger or binding share exchange of the Share Company or its subsidiaries with or into another entity in which the Share Company is the continuing entity and which does not result in a reclassification or change of all such Shares outstanding but results in the outstanding Shares (other than Shares owned or controlled by such other entity) immediately prior to such event collectively representing less than 50 per cent. of the outstanding Shares immediately following such event, in each case if the Merger Date is on or before the Valuation Date.

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

  • Merger has the meaning set forth in the Recitals.

  • 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 consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive 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 has the meaning set forth in the Preamble.

  • 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:

  • Reorganization Documents means the Reorganization Agreement, this Agreement, the Holdco LLC Agreement, the Tax Receivable Agreement, the Exchange Agreement, the Registration Rights Agreement, the Employee Equity Letters, the MIP and the Equity Purchase Agreements.