Divestiture means any transaction or event that the Board specifies as a Divestiture under Section 10.5.
Divestiture Date means the date on which the Divestiture Assets are divested to Acquirer pursuant to this Final Judgment.
Mergers has the meaning set forth in the Recitals.
Business Combination Date means the date upon which a Business Combination is consummated.
Business Combination Transaction means:
Reorganization Transactions shall have the meaning set forth in the recitals.
Transformative Acquisition means any acquisition or Investment by the Borrower or any Restricted Subsidiary that is either (a) not permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment or (b) if permitted by the terms of this Agreement immediately prior to the consummation of such acquisition or Investment, would not provide the Borrower and its Restricted Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower acting in good faith.
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Initial Business Combination means the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Transformation time means the time difference between a change of concentration or flow (t0) at the reference point and a system response of 50 per cent of the final reading (t50).
Divestiture Assets means all of Defendants’ rights, titles, and interests in and to:
Separation Transactions has the meaning set forth in the Separation and Distribution Agreement.
Permitted Merger shall have the meaning set forth in Section 3.01.
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.
Business Combination means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Company’s stockholders.
Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.
Pre-Closing Restructuring has the meaning specified in Section 6.14(a).
Change of Management means that Xxxxx Xxxx’x direct or indirect management responsibilities of Lead Borrower are materially diminished from those held by him as of the Closing Date, in each case, other than as a result of (a) death or (b) physical or mental incapacity.
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.
Permitted Transactions has the meaning set forth in Section 13(B).
Acquisition Transaction Announcement means (i) the announcement of an Acquisition Transaction or an event that, if consummated, would result in an Acquisition Transaction, (ii) an announcement that Counterparty or any of its subsidiaries has entered into an agreement, a letter of intent or an understanding designed to result in an Acquisition Transaction, (iii) the announcement of the intention to solicit or enter into, or to explore strategic alternatives or other similar undertaking that may include, an Acquisition Transaction, (iv) any other announcement that in the reasonable judgment of the Calculation Agent may result in an Acquisition Transaction, or (v) any announcement of any change or amendment to any previous Acquisition Transaction Announcement (including any announcement of the abandonment of any such previously announced Acquisition Transaction, agreement, letter of intent, understanding or intention). For the avoidance of doubt, announcements as used in the definition of Acquisition Transaction Announcement refer to any public announcement whether made by the Issuer or a third party.
Restructuring Transactions means the transactions described in Article IV.B of the Plan.
Permitted Reorganization means any reorganizations and other activities related to tax planning and tax reorganization, so long as, after giving effect thereto, the enforceability of the Note Guarantees, taken as a whole, are not materially impaired.
Fundamental Change Effective Date means the date on which any Fundamental Change becomes effective.