Related to USR Merger Agreement

Merger Agreement has the meaning set forth in the Recitals.
Bank Merger Agreement has the meaning set forth in Section 6.10.
Share Exchange Agreement has the meaning specified in the Recitals.
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.
Plan of Merger has the meaning set forth in Section 2.2.
Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.
Second Merger has the meaning set forth in the Recitals.
First Merger has the meaning set forth in the Recitals.
Agreement and Plan of Merger has the meaning set forth in the first recital above.
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.
Company Merger has the meaning specified in the Recitals hereto.
Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.
Transaction Agreement has the meaning set forth in the recitals.
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.
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.
Agreement of Merger has the meaning set forth in Section 2.01(b).
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.
Company Acquisition Transaction means any transaction or series of transactions involving:
Reorganization Transactions shall have the meaning set forth in the Recitals.
Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).
Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.
Termination Transaction has the meaning set forth in Section 11.2.B hereof.
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
Parent Agreement has the meaning given to it in Clause 12;

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