Pinnacle Acquisition Agreement definition

Pinnacle Acquisition Agreement means that certain Agreement and Plan of Merger, dated as of June 26, 2018, by and among the Company, Merger Sub and Pinnacle.
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Pinnacle Acquisition Agreement shall have the meaning provided in Amendment No. 2.
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Examples of Pinnacle Acquisition Agreement in a sentence

  • Seller agrees to use its reasonable best efforts to cause all rights, powers and obligations under the Pinnacle Acquisition Agreement to be assigned to Seller or an affiliate of Seller (other than the Subject Entities) in full substitution for Charter.

  • Seller hereby agrees to indemnify, defend and hold Buyer -------- and its affiliates (including, without limitation, following the Closing, each of the Subject Entities) harmless from and against (i) any Loss or Losses relating to or arising under the Pinnacle Acquisition Agreement and (ii) any Loss or Losses of Pinnacle incurred prior to the Closing Date.

  • Seller hereby agrees to indemnify, defend and hold Buyer and its affiliates (including, without limitation, following the Closing, each of the Subject Entities) harmless from and against (i) any Loss or Losses relating to or arising under the Pinnacle Acquisition Agreement and (ii) any Loss or Losses of Pinnacle incurred prior to the Closing Date.

Related to Pinnacle Acquisition Agreement

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

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

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Acquisition Agreement as defined in the recitals hereto.

  • Collateral Acquisition Agreements means each of the agreements entered into by the Issuer in relation to the purchase by the Issuer of Collateral Debt Obligations from time to time.

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

  • Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.

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

  • Specified Acquisition Agreement Representations means the representations and warranties made by, or with respect to, the Target and its subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders, but only to the extent that the Borrower (or its applicable affiliate) has the right (taking into account applicable cure provisions) to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of any such representations and warranties.

  • Investment Agreement shall have the meaning set forth in the Recitals hereto.

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

  • Co-financing Agreement means the agreement to be entered into between the Recipient and the Co-financier providing for the Co-financing.

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

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

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

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Asset Management Agreement means, as the context requires, any agreement entered into between a Series and an Asset Manager pursuant to which such Asset Manager is appointed as manager of the relevant Series Assets, as amended from time to time.

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Investment Agreements or “Flow-Through Agreements” means written agreements pursuant to which the Partnership will subscribe for Flow-Through Shares (including Flow-Through Shares issued as part of a unit) or agreements by the Partnership to otherwise invest in or purchase securities of a Resource Issuer, and in respect of Flow-Through Shares comprised of units, the Resource Issuer will covenant and agree:

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

  • Formation Agreement has the meaning attributed to it in Recital A;

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

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Investment Management Agreement means the Investment Management Agreement made

  • 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.

  • Restatement Agreement has the meaning set forth in the introductory statement of this Agreement.