Xxxx Merger Agreement definition

Xxxx Merger Agreement means the Agreement and Plan of Merger, dated as of August 16, 2017, by and among the Company, UR Merger Sub III Corporation and Xxxx Corporation, as amended from time to time.

Xxxx Merger Agreement that certain Agreement and Plan of Merger among Xxxx Group Inc., Wesco Aircraft Holdings, Inc. and Flyer Acquisition Corp. dated as of January 30, 2014, together with all exhibits, annexes, schedules and other disclosure letters thereto, as amended through the First Amendment Effective Date and pursuant to which upon the consummation of the merger provided for thereunder, Flyer Acquisition Corp shall merge with and into Xxxx Group Inc., with Xxxx Group Inc. surviving such merger and immediately thereafter becoming a wholly owned Subsidiary of Holdings and a Subsidiary Guarantor.

Xxxx Merger Agreement has the meaning specified in the definition of “Specified Transactions.”

Examples of Xxxx Merger Agreement in a sentence

• The Borrower shall provide weekly updates, via e-mail or conference call, at the discretion of the Administrative Agent, to the Administrative Agent and the Lenders with respect to the status of the Xxxx Xxxx Merger Agreement and the transactions contemplated thereby.

• Xxxx Merger Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

• To the extent so requested in writing by LMC, each of AT&T and Merger Sub B shall (i) assert that one or more of the Parent Closing Conditions applicable to the Xxxx Merger have not been satisfied and decline to consummate the transactions contemplated by the Xxxx Merger Agreement or (ii) to the extent lawful, waive one or more of the Parent Closing Conditions (other than those set forth in Section 8.1 or Section 8.3(h) of the Xxxx Merger Agreement).

• Capitalized terms used ------------------------------- herein without definition have the meanings ascribed to such terms in (i) the Xxxx Merger Agreement or (ii) if not otherwise defined herein or in the Xxxx Merger Agreement, the Inter-Group Agreement.

• Xxxx Merger Agreement xxx xx xxxxxxxd in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

• Except as set forth in this paragraph, nothing herein shall prohibit AT&T or Merger Sub B from exercising any of its rights under the Xxxx Merger Agreement.

• The Liberty Media Group agrees to indemnify AT&T for any Liabilities incurred by AT&T or any member of the Common Stock Group as a result of the taking of an action by AT&T or Merger Sub B at the request of LMC as contemplated by the previous sentence (but without regard to whether such action constitutes a breach of the Xxxx Merger Agreement).

• The Merger Agreement is more fully described in Section 11—"Purpose of the Offer and Plans for Xxxxxx Xxxx; Merger Agreement and Other Agreements." Section 5—"Material United States Federal Income Tax Consequences of the Offer and the Merger" describes the principal U.S. federal income tax consequences of the sale of Shares in the Offer and the Merger.

• AT&T shall reasonably consider any amendments to, or any waiver of any other provision of, the Xxxx Merger Agreement proposed by LMC.

• The issuance of Class A Liberty Group Stock pursuant to the Xxxx Merger and any other transaction contemplated by the Xxxx Merger Agreement shall be deemed to have occurred with a Liberty Approval for purposes of Section 1.11(a) of the Inter-Group Agreement and shall not be a breach of Section 1.11(b) or (c) of the Inter-Group Agreement.

More Definitions of Xxxx Merger Agreement

Xxxx Merger Agreement means that certain Agreement and Plan of Merger dated as of October 22, 2013 by and among Xxxx Real Estate Investments, Inc., and Xxxxx Acquisition, LLC, a Delaware limited liability company and wholly owned subsidiary of the Parent.