Designated Entity Acquisitions Clause Samples

Designated Entity Acquisitions. (a) The Parties acknowledge and agree that the making of appropriate filings with the FCC and the submission of any other applications, notices, filings and other documents to obtain as promptly as practicable all Governmental Approvals necessary or advisable to be obtained from any Governmental Body in order to consummate the transfer of all of the equity interests in the Designated Entities to Seller, and the transfer and assignment of the Included Advantage Spectrum Licenses and the Included King Street Spectrum Licenses to Buyer, will be filed by Seller, Buyer and the Designated Entities. Seller shall exercise its negative consent rights under Section 5.3 (Affirmative Voting Obligations) of each of the partnership agreements with the Designated Entities in a manner consistent with Section 8.4 and this Section 4.7. (b) If, following the date hereof but prior to the Outside Deferred Closing Date, Seller acquires, directly or indirectly, all of the King Street Equity Interests, then, (i) effective as of the date of such acquisition (the “King Street Trigger Date”), Seller shall be deemed to have made the representations and warranties set forth in Article II of Exhibit J-1 hereto to Buyer (the “Specified King Street Representations”) and (ii) Seller shall, from and after the King Street Trigger Date until the earlier of the King Street Closing and the Outside Deferred Closing Date, comply with the covenants and agreements set forth in Article III of Exhibit J-1 hereto (the “Specified King Street Covenants”). If, following the date hereof but prior to the Outside Deferred Closing Date, Seller acquires, directly or indirectly, all of the Advantage Equity Interests, then, (A) effective as of the date of such acquisition (the “Advantage Trigger Date”), Seller shall be deemed to have made the representations and warranties set forth in Article II of Exhibit J-2 hereto to Buyer (the “Specified Advantage Representations”) and (B) Seller shall, from and after the Advantage Trigger Date until the earlier of the Advantage Closing and the Outside Deferred Closing Date, comply with the covenants and agreements set forth in Article III of Exhibit J-2 hereto (the “Specified Advantage Covenants”). (c) Notwithstanding anything to the contrary in this Agreement, Parent, Seller and Buyer agree that (i) the consent of the FCC required to be obtained to transfer the Included King Street Spectrum Licenses to Buyer (“King Street FCC Approval”) shall not be a condition to the C...