CABO Approval Rights Sample Clauses

CABO Approval Rights. In addition to, and not in lieu of, the approval rights of the CABO Investor pursuant to Section 5.8 and Schedule A, until the earliest to occur of (i) the occurrence of a Trigger Event, and (ii) the occurrence of a Regulatory Failure, neither the Company nor, in the case of clause (c) below, the Company or the GTCR Investors, will take any of the following actions without the prior written consent of the CABO Investor (other than in connection with the consummation of the exercise of the Put Right and the Call Option): (a) make any Distributions (other than Distributions made in connection with the 2024 Transactions, any Distribution of CTI Proceeds and any Tax Distributions made in accordance with this Agreement); (b) liquidate or dissolve (other than pursuant to the entry of a decree of judicial dissolution or an administrative dissolution of the Company under Section 18‑802 of the Delaware Act); (c) consummate a Sale of the Company or exercise the rights with respect to an Approved Sale pursuant to Section 8.10; or (d) issue any Units or Equity Securities that have economic or governance rights that are senior to or more favorable than the Class B Units (for the avoidance of doubt, the issuance of a Unit to a Non-CABO Unitholder which has or may be entitled to any Option Preference Amount, shall not, solely by virtue of such fact, be deemed to be senior to or more favorable than the Class B Units). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed under the Call / Put Merger Agreement. Notwithstanding anything to the contrary set forth in this Schedule C, during the period commencing on the Date of Notice Delivery and ending on the earlier of (i) the Closing Date and (ii) such time as the obligation to consummate the Closing (as defined below) is terminated in accordance with Section 2 of this Schedule C:
Sample 1
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Related to CABO Approval Rights

  • Dimensions Education Bachelor’s or Master’s Degree in Computer Science, Information Systems, or other related field. Or equivalent work experience. A minimum of 5 years of IT work experience with demonstrated knowledge in architecture design, software development, database management systems and systems integration in multi-platform environments.

  • Amendments This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • Indemnification Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

  • Representations and Warranties Borrower represents and warrants as follows:

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • General The Trustee shall keep proper books of record and account of all the transactions of each Trust under this Indenture at its corporate trust office, including a record of the name and address of, and the Units issued by each Trust and held by, every Unit holder, and such books and records of each Trust shall be open to inspection by any Unit holder of such Trust at all reasonable times during the usual business hours. The Trustee shall make such annual or other reports as may from time to time be required under any applicable state or federal statute or rule or regulations thereunder.

  • Entire Agreement This DPA and the Service Agreement constitute the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior communications, representations, or agreements, oral or written, by the Parties relating thereto. This DPA may be amended and the observance of any provision of this DPA may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the signed written consent of both Parties. Neither failure nor delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver of such right, nor shall any single or partial exercise of any such right, power, or privilege preclude any further exercise thereof or the exercise of any other right, power, or privilege.

  • NOW, THEREFORE the parties hereto agree as follows:

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

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