Merger Partner Board definition

Merger Partner Board shall have the meaning set forth in the Merger Agreement. “Merger Partner Common Stock” shall have the meaning set forth in the Merger Agreement. “Merger Partner Employee” shall have the meaning set forth in the Separation Agreement. “Merger Partner Equity Plan” means the Everi Holdings Inc. Amended and Restated 2014 Equity Incentive Plan. “Merger Partner FSA” shall have the meaning set forth in Section 5.1. “Merger Partner Future Benefit Arrangement” means any Benefit Arrangement that Merger Partner or any member of the Merger Partner Group assumes, adopts, establishes or begins sponsoring, maintaining or contributing to on or after the Merger Effective Time. “Merger Partner Group” shall have the meaning set forth in the Separation Agreement.

Merger Partner Board means shall have the meaning set forth in the Merger Agreement. “Merger Partner Closing Cash Amount” means an amount, as of immediately prior to the Merger Effective Time, calculated in accordance with the Merger Partner Transaction Accounting Principles, equal to the sum of all cash, net of settlement assets and liabilities, cash equivalents, marketable securities, checks, drafts and deposits (net of any uncleared checks and drafts written or issued), provided that the effects of the Contemplated Transactions shall be disregarded for purposes of calculating the Merger Partner Closing Cash Amount; provided, further, that the term “Merger Partner Closing Cash Amount” shall not include any (i) proceeds of the Financing or (ii) Merger Partner Restricted Cash . “Merger Partner Closing Dividend Payment” means the product of the Merger Partner Closing Dividend Payment Per Share and the Merger Partner Record Date Outstanding Shares.

Merger Partner Board means Xxxxxx Partner’s board of directors. “Merger Partner Budget” means the operating budget of the Merger Partner Business with respect to the fiscal years ended December 31, 2024 and December 31, 2025 made available to Remainco on or prior to the date hereof. “Merger Partner Business” means the business of the Merger Partner Group, taken as a whole.

Examples of Merger Partner Board in a sentence

• Without limiting the generality of the foregoing, Merger Partner agrees that its obligations under this Section 6.5(a) shall not be affected by the commencement, public proposal, public disclosure or communication to Merger Partner of any Acquisition Proposal or a Merger Partner Board Recommendation Change.

• From and after the later of (i) the satisfaction of the conditions in the resolutions of the Merger Partner Board declaring the Merger Partner Dividend and (ii) the Merger Partner Dividend Record Date, the Merger Partner Record Holders shall have the right under this Agreement as third-party beneficiaries of this Section 2.4 to cause Merger Partner to pay the Merger Partner Dividend in accordance with the terms set forth in this Agreement and in the resolutions declaring the Merger Partner Dividend.

• Any solicitation or similar disclosure circulated to Merger Partner’s stockholders shall be in form and substance reasonably satisfactory to Public Company and, if the Merger Partner Stockholder Approval has not already been obtained, shall include the recommendation of the Merger Partner Board that Merger Partner’s stockholders vote in favor of adoption of this Agreement and approval of the Merger.

• Nothing contained in this Section 6.1 or in Section 6.5 shall be deemed to prohibit either party from taking and disclosing to its stockholders a position with respect to a tender offer contemplated by Rule 14e-2(a) promulgated under the Exchange Act if, in the good faith judgment of the Merger Partner Board or the Public Company Board, as the case may be, after consultation with outside counsel, failure to so disclose would be inconsistent with its obligations under applicable law.

• Such Merger Partner Dividend shall be irrevocable other than the conditions set forth in the resolutions of the Merger Partner Board declaring the Merger Partner Dividend.

• If the Merger Partner Board does not approve of any Non-Remainco Candidate, Remainco shall have ten (10) Business Days to designate a new individual to serve as a Remainco Nominated Director until Xxxxxxxx has selected an individual who is acceptable to the Merger Partner Board or is not a Non-Remainco Candidate.

• It is agreed and understood that such opinion is for the benefit of the Merger Partner Board and may not be relied on by Remainco or Spinco for any purpose.

• The U.S. Merger Partner Board of Directors, at a meeting duly called and held, has unanimously determined that this Agreement, the Arrangement and the Merger are fair to its shareholders and are in the best interests of U.S. Merger Partner, has unanimously approved the execution and delivery of this Agreement and the transactions contemplated by this Agreement and has unanimously resolved to recommend that the U.S. Merger Partner Shareholders vote to adopt this Agreement.

• The Company and U.S. Merger Partner shall take all actions necessary so that, as of the earlier of the Effective Time or the Merger Effective Time, the board of directors of CanCo Parent shall, subject to any board composition requirements under applicable Law, consist of 9 directors among which six will be nominated by the Company (one of the six being the current Chief Executive Officer of the Company) and three will be nominated by U.S. Merger Partner Board of Directors.

• Without limiting the generality of the foregoing, Merger Partner agrees that its obligations under this Section 6.05(a) shall not be affected by the commencement, public proposal, public disclosure or communication to Merger Partner of any Acquisition Proposal or a Merger Partner Board Recommendation Change.

More Definitions of Merger Partner Board

Merger Partner Board shall have the meaning set forth in the Merger Agreement. “Merger Partner Common Stock” shall have the meaning set forth in the Merger Agreement. “Merger Partner Dividend” shall have the meaning set forth in the Separation Agreement. “Merger Sub” shall have the meaning set forth in the Recitals. “Party” shall have the meaning set forth in the Preamble. “Person” shall have the meaning set forth in the Separation Agreement. “Relevant Leases” means the Leases identified on Schedule 2 attached hereto with respect to which the Consent of the Landlord is required for (a) the assignment to a Spinco Asset Transferee, (b) the assignment to a Remainco Asset Transferee, (c) the sublease or license to a Spinco Asset Transferee or similar agreement with a Spinco Asset Transferee or (d) the sublease or license to a Remainco Asset Transferee or similar agreement with a Remainco Asset Transferee. “Relocating Party” shall have the meaning set forth in Section 5.1. “Remainco” shall have the meaning set forth in the Preamble. “Remainco Asset Transferee” shall have the meaning set forth in the Separation Agreement. “Remainco Board” shall have the meaning set forth in the Recitals. “Remainco Group” shall have the meaning set forth in the Separation Agreement.

Merger Partner Board shall have the meaning set forth in the Merger Agreement. “Merger Partner Group” means Merger Partner and each Entity that is or becomes a Subsidiary of Merger Partner.

Merger Partner Board shall have the meaning set forth in the Merger Agreement.

Merger Partner Board means the board of managers of Merger Partner.