Merger Partner Contract definition

Merger Partner Contract means any Contract (a) to which any member of the Merger Partner Group is a party; (b) by which any member of the Merger Partner Group or any Merger Partner IP or any other asset of any member of the Merger Partner Group is or may become bound or under which any member of the Merger Partner Group has, or may become subject to, any obligation; or (c) under which any member of the Merger Partner Group has or may acquire any right or interest. “Merger Partner Credit Agreement” means that certain Credit Agreement, dated as of August 3, 2021, among Xxxxxx Partner, the lenders party thereto from time to time and Jefferies Finance LLC, as administrative agent and collateral agent, as amended. “Merger Partner Data” means all confidential data, information and data compilations contained in the Merger Partner IT Systems or any databases of any member of the Merger Partner Group, including Personal Data, that are used by, or necessary to the any member of the Merger Partner Group. “Merger Partner Data Processor” means a natural or legal Person, public authority, agency or other body that Processes Personal Data on behalf of, at the direction of, or while providing services to, the members of the Merger Partner Group. “Merger Partner Disclosure Letter” means the Merger Partner Disclosure Letter that has been prepared by Xxxxxx Partner in accordance with the requirements of Section 9.6 and that has been delivered by Xxxxxx Partner to Remainco concurrently with the execution of this Agreement. “Merger Partner Employee” means any current or former director, officer or employee of any member of the Merger Partner Group. “Merger Partner Equity Award” means each outstanding stock option, restricted stock unit, performance stock unit, or other equity or equity-based award awarded and outstanding under the Merger Partner Equity Plan or otherwise relating to equity interests of Merger Partner. “Merger Partner Equity Plan” means GCA Holdings, Inc.2005 Stock Incentive Plan, the Multimedia Games Holding Company, Inc. 2012 Equity Incentive Plan, and the Everi Holdings Inc. Amended and Restated 2014 Equity Incentive Plan. “Merger Partner Existing Indebtedness” means the Indebtedness evidenced by (a) the Merger Partner Credit Agreement and (b) the Merger Partner Senior Notes. “Merger Partner Group” shall have the meaning set forth in the Separation Agreement. “Merger Partner Information Security Program” means a written information security program that complies with applicable Pri...
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Merger Partner Contract means any Contract: (a) to which Merger Partner is a Party; (b) by which Merger Partner or any Merger Partner Subsidiary or any Merger Partner IP Rights or any other asset of Merger Partner is or may become bound or under which Merger Partner or any Merger Partner Subsidiary has, or may become subject to, any obligation; or (c) under which Merger Partner or Merger Partner Subsidiary has or may acquire any right or interest.
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Merger Partner Contract means any material Contract: (a) to which Merger Partner and/or any of Merger Partner Subsidiaries is a Party; (b) by which Merger Partner, any of Merger Partner Subsidiaries and/or any Merger Partner IP Rights, Merger Partner Licensed IP, and/or any other asset of Merger Partner and/or Merger Partner Subsidiaries is or may become bound or under which Merger Partner or any Merger Partner Subsidiaries has, or may become subject to, any obligation; or (c) under which Merger Partner or any of Merger Partner Subsidiaries has or may acquire any right or interest.
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Examples of Merger Partner Contract in a sentence

  • The board of directors of Merger Partner has taken all actions necessary to ensure that execution of this Agreement and the consummation of the Merger and the other Contemplated Transactions will be exempt from any anti-takeover or similar provisions of Merger Partner Constituent Documents, any Merger Partner Contract, and any applicable “moratorium”, “control share”, “fair price”, “interested stockholder” or other anti-takeover laws and regulations of any jurisdiction.

  • Each Merger Partner Contract is valid and in full force and effect, is enforceable by Merger Partner or the applicable Merger Partner Subsidiary in accordance with its terms, and after the Effective Time will continue to be legal, valid, binding and enforceable on identical terms.

  • The consummation of the Contemplated Transactions shall not (either alone or upon the occurrence of additional acts or events) result in any material payment or payments becoming due from Merger Partner, any Merger Partner Subsidiary, the Surviving Corporation or Pivot to any Person under any Merger Partner Contract or give any Person the right to terminate or alter the provisions of any Merger Partner Contract.

  • Alternatively, the Company may at Company's option, grant Consultant or assigns cashless options to accommodate any dilution caused by a reverse spit.

  • Type of identity number: Number with Registrar of Companies in Israel Holder’s identity number: 510160781 Type of holder: Interested party who does not meet any of the other definitions.

  • Except as contemplated herein or as set forth in the Merger Partner Disclosure Schedule, there is no Merger Partner Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Merger Partner Common Stock or Merger Partner Preferred Stock.


More Definitions of Merger Partner Contract

Merger Partner Contract has the meaning set forth in Section 3.11(a).
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Related to Merger Partner Contract

  • Limited Partner Interest means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be expressed as a number of Partnership Common Units, Partnership Preferred Units or other Partnership Units.

  • General Partner Interest means a Partnership Interest held by the General Partner, in its capacity as general partner. A General Partner Interest may be expressed as a number of Partnership Units.

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

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

  • MLP Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the MLP, as amended or restated from time to time.

  • Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.

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

  • MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.

  • Company Shareholder means a holder of Company Shares.

  • Company Shareholders means holders of Company Shares.

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

  • Borrower Partnership Agreement means the Limited Partnership Agreement of the Borrower dated as of January 17, 2014 as such agreement may be amended, restated, modified or supplemented from time to time with the consent of the Administrative Agent or as permitted under Section 10.10.

  • Public-private partnership agreement means an agreement

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

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

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • MergerSub has the meaning set forth in the preamble hereto.

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

  • Company Shareholder Meeting means a duly convened meeting of the Company’s shareholders called to obtain the Company Shareholder Approval, or any valid adjournment or postponement thereof made in accordance with this Agreement.

  • Limited Partnership Agreement means the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of March 9, 2004, as amended from time to time.

  • Company Operating Agreement means that certain Amended and Restated Limited Liability Company Agreement of the Company, effective as of April 18, 2016, as amended or restated as of the date hereof.

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • Surviving General Partner has the meaning set forth in Section 7.01(d) hereof.

  • Required Company Stockholder Vote shall have the meaning set forth in Section 2.5.

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