Parent and Merger Sub Fundamental Reps means Section 4.1 (Corporate Organization), Section 4.2 (Authority, Execution and Delivery; Enforceability) and Section 4.11 (Brokers).
Merger Sub 2 has the meaning set forth in the Preamble.
Merger Sub 1 has the meaning set forth in the Preamble.
Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.
Merger Sub has the meaning set forth in the Preamble.
Merger Closing means “Closing,” as that term is defined in the Merger Agreement.
Merger Subsidiary has the meaning set forth in the preamble to this Agreement.
Merger Sub Board means the board of directors of Merger Sub.
Effective Time has the meaning set forth in Section 2.2.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Merger Subs has the meaning set forth in the Preamble.
MergerCo shall have the meaning set forth in the introductory paragraph to this Agreement.
MergerSub has the meaning set forth in the preamble hereto.
Merger Sub II has the meaning set forth in the Preamble.
Merger Sub I has the meaning set forth in the Preamble.
Second Merger has the meaning set forth in the Recitals.
Bank Merger Agreement has the meaning set forth in Section 6.10.
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.
Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Merger Agreement has the meaning set forth in the Recitals.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Acquisition Sub shall have the meaning set forth in the Preamble.
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Parent Fundamental Representations means the representations and warranties of Parent set forth in Section 5.1 (Corporate Existence and Power), Section 5.3 (Corporate Authorization), Section 5.6 (Finders’ Fees), Section 5.7 (Issuance of Shares), and Section 5.8 (Capitalization).
First Merger has the meaning set forth in the Recitals.
Base Merger Consideration means $1,200,000,000.