MYT Merger Agreement definition

MYT Merger Agreement means an agreement and plan of merger, to be entered into between MYT Holding Co. and MYT Intermediate LLC, pursuant to which MYT Holding Co. will merge with and into MYT Intermediate LLC, with MYT Intermediate LLC being the surviving entity of such merger and renamed MYT Holding LLC. Among its other terms, the MYT Merger Agreement shall (1) provide that each share of MYT Series B Preferred Stock and common stock, par value $0.001 per share, of MYT Holding Co, in each case, that is issued and outstanding immediately prior to such merger shall automatically and without further action on the part of any holder thereof be converted into one MYT Series B Preferred Unit and MYT Class A Common Unit, respectively, of MYT Holding LLC. (2) provide that each MYT Series A Preferred Unit issued and outstanding immediately prior to such merger shall remain outstanding and (3) effect the adoption of the MYT LLC Agreement as the limited liability company agreement of MYT Holding LLC as of immediately following the effective time of the MYT Merger.
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MYT Merger Agreement means an agreement and plan of merger, to be entered into
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Related to MYT Merger Agreement

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

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • First Merger shall have the meaning given in the Recitals hereto.

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

  • Plan of Merger has the meaning set forth in Section 2.2.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

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

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • 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.

  • Company Merger has the meaning set forth in the recitals hereto.

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

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

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Parent Agreement has the meaning given to it in Clause 12;

  • 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.

  • Acquisition Agreement as defined in the recitals hereto.

  • Separation Transactions has the meaning set forth in the Separation and Distribution Agreement.

  • Share Exchange has the meaning set forth in Section 2.1.

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

  • Agreement of Merger has the meaning set forth in Section 2.01(b).

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.