Advisory Agreements. The Parties agree that, upon completion of the Securities Exchange, Valdy shall enter into five year advisory agreements with each of Xxxxx Xxxxxx and Xxxxxx Xxxxxx in a form and substance reasonably acceptable to Valdy, INX and each of Xx. Xxxxxx and Xx. Xxxxxx with respect to their respective agreement, and such agreements shall provide for the issuance to Xx. Xxxxxx and Xx. Xxxxxx, as applicable, of 500,000 immediately vesting five year options to purchase Valdy Shares at a price of $1.25 per share and 500,000 immediately vesting five year options to purchase Valdy shares at a price of $2.50 per share.
Advisory Agreements. Unless otherwise previously agreed to by Parent, each Investment Adviser Subsidiary shall notify each of its Clients, subject to Section 4.9 with respect to the Registered Investment Companies, of the transaction set forth in Section 1.1 and shall use its commercially reasonable efforts to obtain, prior to the Closing Date, the consent of each such Client to the “assignment” (as such term is used in the Investment Advisers Act) of its Advisory Agreement as a result of the transaction set forth in Section 1.1 in accordance with the Investment Advisers Act, which consent, other than with respect to Clients that are Registered Investment Companies, may be obtained in accordance with the so-called “negative consent” or “no objection received” process permitted under interpretations of the consent process by the SEC. Seller shall cooperate and consult with Parent regarding material written communications with Clients concerning the obtaining of such consents.
Advisory Agreements. Promptly and diligently following the Closing, the Company shall negotiate (i) with Telematica the terms and conditions of a definitive agreement providing for an experienced and skilled person designated by Telematica to act as the Company's advisor with respect to strategic planning, and (ii) with TCW the terms and conditions of a definitive agreement providing for an experienced and skilled person designated by TCW to act as the Company's advisor with respect to technical matters, in each case providing for a term continuing until a Qualified Disposition occurs or until the third anniversary of a Qualified Public Offering (or, if earlier, until the fifth anniversary of the Closing Date), and in the case of Telematica, providing for annual compensation not greater than $135,000 and, in the case of TCW, annual compensation commensurate with the advisor's scope of work.
Advisory Agreements. Except as set forth in Schedule 3.21, Advisor Parent has not submitted, and as of the date hereof is not currently intending to submit, any claims for indemnification that are pending as of the date hereof under any of the Advisory Agreements.
Advisory Agreements. The Advisory Agreements will provide for a Group Company to pay to Lion Capital LLP, Lion Capital (Guernsey) Limited, or any of their Affiliates a transaction fee in relation to the acquisition of the Group and any subsequent acquisitions of 1.5% of the enterprise value (or equivalent) of the assets acquired, and to pay monitoring and oversight fees capped at 1.25% of budgeted EBITDA in relation to the relevant financial period (plus, in each case, its out-of-pocket costs and expenses and any applicable VAT). For the avoidance of doubt, the fees payable under the Advisory Agreement shall not apply to the transfers of shares contemplated by the Put Option, the Call Option, or the exchange of securities contemplated by the provisions of the Loan Note Instrument.
Advisory Agreements. (a) Each Advisory Agreement contains the entire agreements of the parties thereto with respect to the subject matter thereof.
(b) Each Advisory Agreement is in full force and effect, and is scheduled to expire as described in each Advisory Agreement. There are no options to extend any Advisory Agreement except as described in such Advisory Agreement. Except as expressly set forth in each Advisory Agreement, there are no rights to terminate such Advisory Agreement.
(c) To the Parent’s, the Borrower’s and Advisor’s knowledge, no breach or default or event that with the giving of notice or passage of time would constitute a breach or default of or under any provision of any Advisory Agreement (an “Advisory Default”) exists or has occurred as to any obligations under any Advisory Agreement. Neither the Borrower nor Advisor has received any written notice under any Advisory Agreement alleging that an Advisory Default has occurred or exists.
(d) Advisor has not assigned, transferred, or encumbered its interest in, to, or under any Advisory Agreement, except in favor of Administrative Agent pursuant to the Loan Documents or pursuant to the Inter-Company Debt Documents.
Advisory Agreements. (a) Observe and perform, or cause Advisor to observe and perform, as and when due, in all material respects, each and all of their obligations under each Advisory Agreement in accordance with the terms of each Advisory Agreement.
(b) Promptly notify, or cause Advisor to promptly notify, Administrative Agent of the giving of any notice of any default under any Advisory Agreement and deliver to Administrative Agent a true copy of each such notice.
Advisory Agreements. Cause, join in, or suffer to occur any material modification, or amendment to, or assignment or surrender of any Advisory Agreement, and shall not materially modify, or amend, or assign or surrender any Advisory Agreement, in each case without the prior written consent of Administrative Agent.
Advisory Agreements. The binding written contractual agreements under which the Borrower or any of its Subsidiaries provides investment advisory services.
Advisory Agreements. The Company shall comply and shall cause each member of the Group which is a party thereto to comply with its obligations under the Advisory Agreements. The Advisory Agreements will provide for the Company or another Group Company to pay to a Lion Capital Management Entity, or an Affiliate thereof, a transaction fee in relation to the acquisition of the Group and any subsequent acquisitions of 1% of the enterprise value (or equivalent) of the assets acquired, and to pay monitoring and oversight fees capped at 1.25% of budgeted EBITDA in relation to the relevant financial period (plus, in each case, its out-of-pocket costs and expenses and any applicable VAT).
