New DTV definition

New DTV means DIRECTV Entertainment Holdings LLC, a Delaware limited liability company.
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Examples of New DTV in a sentence

  • The parties agree that the consummation of the Merger Transactions pursuant to the terms of the Merger Agreement will result in the substitution as “Shares” under the Collar Transactions of shares of Class A common stock of New DTV for the shares of common stock of Old DTV, and the Calculation Agent shall make appropriate changes to the definition of Issuer and the other terms of the Collar Transactions to reflect such substitution.

  • For avoidance of doubt, nothing in this Agreement shall imply or be construed as an agreement, acceptance or acknowledgment by New DTV or Greenlady II that the Merger Transactions constitute or result in a Change of Control (as defined in the Credit Agreement).

  • Users will not actively search for security problems, because this will be construed as an illegal attempt to gain access.

  • Liberty Media Corporation, Liberty Entertainment, Inc., Old DTV, New DTV, DTVG One, Inc.

  • Neither Greenlady II nor New DTV shall have breached any of its representations, warranties or agreements contained herein or in any other Transaction Document.

  • For avoidance of doubt, nothing in this Agreement shall imply or be construed as an agreement, acceptance or acknowledgment by New DTV or Greenlady II that the Merger Transactions constitute or result in an Insider Acquisition Event, a Liberty Induced Float Reduction Event or a Liberty Control Event (each, as defined in the Collar Confirmation).

  • If New DTV objects in writing to BofA’s determination of a Component Unwind Payment Amount within three Exchange Business Days after it receives notice thereof, BofA will obtain a quotation for such determination provided by a leading equity derivatives dealer, as selected by BofA, and BofA shall consider such quotation in good faith but shall not be bound by such quotation in making the relevant determination.

  • BofA shall have received from New DTV a duly executed and delivered guaranty (substantially in the form of Exhibit B hereto) of all of Greenlady II’s obligations under this Agreement and each of the Transaction Documents (the “New DTV Guaranty”).

  • For the avoidance of doubt, (i) any cash and cash equivalents held by the Borrower and its Subsidiaries outside of the United States shall not be considered “restricted” solely as a result of the repatriation of such cash and cash equivalents being subject to any legal limitation or otherwise resulting in adverse tax consequences to the Borrower or any of its Subsidiaries and (ii) in no event shall any indebtedness of New DTV and its subsidiaries be included in determining Net Debt for Borrowed Money.

  • Notwithstanding the foregoing, the parties acknowledge that any exercise by New DTV of its rights under the first sentence of this Section 1.02(c) shall not be deemed a breach of clause (iii) of the immediately preceding sentence.

Related to New DTV

  • New Common Shares means the common stock or common equity of Reorganized XOG to be issued on the Effective Date.

  • New Common Stock means shares of Common Stock and/or securities convertible into, and/or other rights exercisable for, Common Stock, which are offered or sold in a New Transaction.

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock on the NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the five (5) consecutive trading days ending on the trading day that is two (2) trading days prior to the Closing Date.

  • Term SOFR Replacement Date has the meaning specified in Section 3.03(b).

  • Per Share Price shall have the meaning set forth in Section 2.1.

  • Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Per Share Amount has the meaning set forth in Section 3.01(c).

  • VMTP Shares has the meaning set forth in the preamble to this Agreement.

  • Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Average Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock, as such price is reported on the NYSE Composite Transaction Tape (as reported by Bloomberg Financial Markets or such other source as the parties shall agree in writing), for the 15 trading days ending on the third trading day immediately preceding the Effective Time.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Effective FTR Holder means:

  • Current Per Share Market Price of any security (a "Security" for purposes of this definition), for all computations other than those made pursuant to Section 11(a)(iii) hereof, shall mean the average of the daily closing prices per share of such Security for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the Current Per Share Market Price of any Security on any date shall be deemed to be the average of the daily closing prices per share of such Security for the ten (10) consecutive Trading Days immediately prior to such date; provided, however, that in the event that the Current Per Share Market Price of the Security is determined during a period following the announcement by the issuer of such Security of (i) a dividend or distribution on such Security payable in shares of such Security or securities convertible into such shares or (ii) any subdivision, combination or reclassification of such Security, and prior to the expiration of the applicable thirty (30) Trading Day or ten (10) Trading Day period, after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification, then, and in each such case, the Current Per Share Market Price shall be appropriately adjusted to reflect the current market price per share equivalent of such Security. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Security is not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Security is listed or admitted to trading or, if the Security is not listed or admitted to trading on any national securities exchange, the last sale price or, if such last sale price is not reported, the average of the high bid and low asked prices in the over-the-counter market, as reported by Nasdaq or such other system then in use, or, if on any such date the Security is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Security selected by the Board of Directors of the Company. If on any such date no market maker is making a market in the Security, the fair value of such shares on such date as determined in good faith by the Board of Directors of the Company shall be used. If the Preferred Shares are not publicly traded, the Current Per Share Market Price of the Preferred Shares shall be conclusively deemed to be (x) the Current Per Share Market Price of the Common Shares as determined pursuant to this Section 1(j), as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof, multiplied by (y) 1,000. If the Security is not publicly held or so listed or traded, Current Per Share Market Price shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.

  • Term SOFR means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

  • Major Stockholder means any such Person.

  • Founder Shares Lock-up Period means, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.

  • Common Share Price means the volume weighted average per share trading price of the Common Shares on the TSX for the 10 consecutive Trading Day period ending on the Trading Day immediately before the occurrence of a Trigger Event, or if the Common Shares are not then listed on the TSX, the principal stock exchange on which the Common Shares are then listed or quoted (being the stock exchange with the greatest volume of trading in the Common Shares during the previous six months), or if such shares are not listed or quoted on any stock exchange, or if no such trading prices are available, the Floor Price.

  • VWAP Purchase Share Volume Maximum means a number of shares of Common Stock traded on the Principal Market during normal trading hours on the VWAP Purchase Date equal to: (i) the VWAP Purchase Share Estimate, divided by (ii) the VWAP Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Per Share Market Value means on any particular date (a) the last closing bid price per share of the Common Stock on such date on the OTC Bulletin Board or another registered national stock exchange on which the Common Stock is then listed, or if there is no such price on such date, then the closing bid price on such exchange or quotation system on the date nearest preceding such date, or (b) if the Common Stock is not listed then on the OTC Bulletin Board or any registered national stock exchange, the last closing bid price for a share of Common Stock in the over-the-counter market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated or similar organization or agency succeeding to its functions of reporting prices) at the close of business on such date, or (c) if the Common Stock is not then reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the average of the "Pink Sheet" quotes for the five (5) Trading Days preceding such date of determination, or (d) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by an Independent Appraiser selected in good faith by the Majority Holders; provided, however, that the Issuer, after receipt of the determination by such Independent Appraiser, shall have the right to select an additional Independent Appraiser, in which case, the fair market value shall be equal to the average of the determinations by each such Independent Appraiser; and provided, further that all determinations of the Per Share Market Value shall be appropriately adjusted for any stock dividends, stock splits or other similar transactions during such period. The determination of fair market value by an Independent Appraiser shall be based upon the fair market value of the Issuer determined on a going concern basis as between a willing buyer and a willing seller and taking into account all relevant factors determinative of value, and shall be final and binding on all parties. In determining the fair market value of any shares of Common Stock, no consideration shall be given to any restrictions on transfer of the Common Stock imposed by agreement or by federal or state securities laws, or to the existence or absence of, or any limitations on, voting rights.

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Class A Shareholder means a holder of Class A Shares;