Wilmorite Merger Agreement means an Agreement and Plan of Merger, dated as of December 22, 2004, among MAC, the Borrower, MACW, Inc., Wilmorite Properties, Inc. and MACWH.
Bank Merger Agreement has the meaning set forth in Section 6.10.
Merger Agreement has the meaning set forth in the Recitals.
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.
Plan of Merger has the meaning set forth in Section 2.2.
Second Merger has the meaning set forth in the Recitals.
Share Exchange Agreement has the meaning specified in the Recitals.
Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.
Agreement and Plan of Merger has the meaning set forth in the first recital above.
Transaction Agreement has the meaning set forth in the recitals.
Limited Condition Acquisition Agreement means, with respect to any Limited Condition Acquisition, the definitive acquisition documentation in respect thereof.
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).
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.
Company Merger has the meaning specified in the Recitals hereto.
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.
Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.
Parent Agreement has the meaning given to it in Clause 12;
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Company Acquisition Transaction means any transaction or series of transactions involving:
Reorganization Transactions shall have 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.
First Merger has the meaning set forth in the Recitals.
Business Combination Agreement shall have the meaning given in the Recitals hereto.
Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.
Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.
Reorganization Agreement has the meaning set forth in the recitals.