Merger Partner Group definition

Merger Partner Group shall have the meaning set forth in the Separation Agreement.

Merger Partner Group means Merger Partner and its Subsidiaries and SpinCo and its Subsidiaries, other than, in each case, any member of the SpinCo Pre-Transaction Group.

Merger Partner Group means Merger Partner and each Entity that is or becomes a Subsidiary of Merger Partner.

Examples of Merger Partner Group in a sentence

• All material Taxes required to be paid by or with respect to the members of the Merger Partner Group have been duly paid, except for Taxes contested in good faith in appropriate proceedings and for which adequate reserves have been established in accordance with GAAP.

• Since the Lookback Date, none of the members of the Merger Partner Group has received any written notice or written communication from any Governmental Authority regarding any default or violation in any material respect of any Permit.

• Since the Lookback Date, (i) all such Permits are valid and in full force and effect and (ii) none of the members of the Merger Partner Group is in default or violation, in any material respect, of any such Permits.

• The members of the Merger Partner Group have taken commercially reasonable actions to maintain the confidentiality of all trade secrets and other material confidential information included in the Merger Partner IP.

• As of the date hereof, there is no stockholder rights plan, “poison pill,” anti-takeover plan or other similar device in effect to which any member of the Merger Partner Group is a party or otherwise is bound.

• After the Board's approval of a plat, it will be the applicant's responsibility to see that construction does not deviate from the approved plat.

• No member of the Merger Partner Group other than Merger Partner is required to file any documents with the SEC.

• None of the members of the Merger Partner Group or any of their respective ERISA Affiliates have any material Liability on account of a violation of COBRA.

• Except as would not reasonably be expected to be, individually or in the aggregate, material to the Merger Partner Business or the Merger Partner Group, taken as a whole, no member of the Merger Partner Group has any pending or outstanding memorandum of understanding, Governmental Order, or other form of formal or informal written Contract, arrangement or understanding with any Governmental Authority with respect to any such Money Services Permit.

• The Contemplated Transactions are and, as of the Closing, shall be exempt from any such stockholder rights plan, “poison pill,” anti- takeover plan or other similar device adopted prior to the Closing to which any member of the Merger Partner Group is a party or otherwise is bound.

More Definitions of Merger Partner Group

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 Privacy Laws, that when appropriately implemented and

Merger Partner Group means Merger Partner and each Entity that is or becomes a Subsidiary of Merger Partner (which shall (a) include, from and after the Merger Effective Time, each member of the Spinco Group, and (b) exclude, prior to the Merger Effective Time, each member of the Spinco Group). “Merger Partner Indebtedness” means, as of immediately prior to the Merger Effective Time, the aggregate amount of all Indebtedness of Merger Partner; provided that Merger Partner Indebtedness shall not include any of the Indebtedness under the Financing. Notwithstanding anything to the contrary contained in this Agreement, the term “Merger Partner Indebtedness” shall not include (a) trade payables, (b) amounts reflected in the Merger Partner Closing Net Working Capital, (c) endorsements of negotiable instruments for collection in the ordinary course of business, (d) obligations relating to any jackpot Liabilities or any obligations relating to any Credit Support Instruments, (e) obligations related to any lease that is or is required to be accounted for as an operating lease, (f) obligations that are guaranteed, endorsed or assumed by, or subject to a contingent obligation of, any member of the Merger Partner Group, (g) prepayment premiums, penalties, make-whole payments or obligations or other similar costs, fees or expenses incurred in connection with the prepayment, repayment, redemption, payoff, amendment, modification or supplement of the items related to indebtedness for borrowed money outstanding as of the date hereof or any Credit Support Instruments as of the date hereof or (h) any other obligations which the Merger Partner Transaction Accounting Principles provide shall not constitute Indebtedness, in each case, calculated in accordance with the Merger Partner Transaction Accounting Principles and the convention set forth on Schedule 1.1(g).

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 Privacy Laws, that when appropriately implemented and maintained would constitute reasonable security procedures and practices appropriate to the nature of Personal Data, and that is at least as stringent as one or more relevant industry standards and that includes (a) policies and procedures regarding Personal Data and the Processing thereof; (b) administrative, technical and physical safeguards to protect the security, confidentiality and integrity of any Personal Data owned, controlled, maintained, held or Processed by the members of the Merger Partner Group or any third party operating on behalf of or at the direction of the members of the Merger Partner Group; (c) disaster recovery, business continuity, incident response and security plans, procedures and facilities; and (d) protections against Security Incidents, Malicious Code and against loss, misuse or unauthorized access to and Processing of Merger Partner Data, Merger Partner IT Systems and the systems of any Merger Partner Data Processor. “Merger Partner IP” means all Intellectual Property with respect to which any member of the Merger Partner Group has (or purports to have) an ownership interest. “Merger Partner IT Systems” means the hardware, Software, firmware, middleware, equipment, electronics, platforms, servers, workstations, routers, hubs, switches, interfaces, data, databases, data communication lines, network and telecommunications equipment, websites and internet-related information technology infrastructure, wide area network and other data communications or information technology equipment, owned or leased by, licensed to, or Processed in the conduct of, the Merger Partner Business. “Merger Partner Labor Agreement” means any agreement with any Employee Representative Body to which Xxxxxx Partner or a member of the Merger Partner Group is a party or bound that pertains to any Merger Partner Employees. “Merger Partner Material Adverse Effect” means any Effect that, individually or in the aggregate with all other Effects, is or would reasonably be expected to be or to become materially adverse to, or has or would reasonably be expected to have or result in a material adverse effect on the business, assets, financial condition, results of operations or cash flows of the Merger Partner Business, taken as a ...