Agreement and Plan of Merger has the meaning set forth in the first recital above.
Plan of Merger has the meaning set forth in Section 2.2.
Agreement of Merger has the meaning set forth in Section 2.01(b).
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
Bank Merger Agreement has the meaning set forth in Section 6.10.
Merger Agreement has the meaning set forth in the Recitals.
Articles of Merger has the meaning set forth in Section 2.2.
Certificate of Merger has the meaning set forth in Section 2.2.
Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).
Business Combination Agreement shall have the meaning given in the Recitals hereto.
Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.
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.
Company Acquisition Transaction means any transaction or series of transactions involving:
Share Exchange Agreement has the meaning specified in the Recitals.
Second Merger has the meaning set forth in the Recitals.
Reorganization Agreement has the meaning set forth in the recitals.
Certificates of Merger has the meaning set forth in Section 2.2.
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.
Master Separation Agreement has the meaning set forth in the recitals.
Plan of Arrangement means the plan of arrangement, substantially in the form set out in Schedule A, subject to any amendments or variations to such plan made in accordance with this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.
Acquisition Agreement as defined in the recitals hereto.
Company Acquisition means any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company pursuant to which 50 the stockholders of the Company immediately preceding such transaction hold less than 65% of the aggregate equity interests in the surviving or resulting entity of such transaction, (ii) a sale or other disposition by the Company of assets representing in excess of 35% of the aggregate fair market value of the Company's business immediately prior to such sale or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 35% of the voting power of the then outstanding shares of capital stock of the Company.
Acquisition Subsidiary shall have the meaning ascribed to it in the preamble hereto.
Plan of Reorganization means any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency or Liquidation Proceeding.
Charter Amendment means the Certificate of Amendment to the Certificate of Incorporation, in the form attached hereto as Exhibit D.
Company Acquisition Proposal means any offer, indication of interest or proposal (other than an offer or proposal made or submitted by or on behalf of Parent or any of its Subsidiaries) contemplating or otherwise relating to any Company Acquisition Transaction.