Terminating Merger Sub Breach definition

Terminating Merger Sub Breach and such Terminating Merger Sub Breach (i) would give rise to the failure of a condition set forth in Section 6.03(a) or Section 6.03(b) and (ii) is not cured within twenty business days after written notice thereof is received by Merger Sub and Parent; provided, however, that the Company shall have no right to terminate this Agreement pursuant to this Section 7.04(a) if there is an uncured Terminating Company Breach at the time of the Terminating Merger Sub Breach; or
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Terminating Merger Sub Breach and such Terminating Merger Sub Breach (i) would give rise to the failure of a condition set forth in Section 6.03(a) or Section 6.03(b) and (ii) is not cured within thirty days (provided that in no event shall such thirty day period extend beyond the Expiration Date) after written notice thereof is received by Merger Sub and Parent; provided that the Company shall have no right to terminate this Agreement pursuant to this Section 7.04(a) if there is an uncured Terminating Company Breach at the time of the Terminating Merger Sub Breach; provided further that if (A) all of the conditions set forth in Section 6.01 and Section 6.02 have been satisfied (other than (x) those conditions that by their nature are to be satisfied at the Closing provided that the Company is then able to satisfy such conditions and (y) any condition deemed to have been waived pursuant to Section 5.20) and (B) Merger Sub and Parent fail to consummate the Merger in accordance with Section 1.07, such failure shall constitute a Terminating Merger Sub Breach (it being agreed that the thirty-day cure applicable to a Terminating Merger Sub Breach shall be reduced to one (1) business day in the event of such a failure); or
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Examples of Terminating Merger Sub Breach in a sentence

  • Section 6.1(f) Terminating Merger Sub Breach...................................................................

Related to Terminating Merger Sub Breach

  • Terminating Company Breach has the meaning specified in Section 10.01(b).

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

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

  • Merger Sub Board means the board of directors of Merger Sub.

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

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

  • 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.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Non-Breaching Party has the meaning set forth in Section 11.2.1.

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

  • Closing Merger Consideration has the meaning set forth in Section 2.02

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

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

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

  • Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.

  • Terminating Party As defined in Section 7.1(f).

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

  • Effective Time has the meaning set forth in Section 2.2.

  • 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.

  • Terminating Event means any of the following events:

  • Merger Subs has the meaning set forth in the Preamble.

  • Terminated Transactions means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if "Automatic Early Termination" applies, immediately before that Early Termination Date).

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

  • Merger Subsidiary has the meaning set forth in the preamble to this Agreement.