MERGER / ACQUISITION. (a) If the Affiliate merges with, acquires, takes over a third party operator operating the same Permitted Digital Distribution Platform as the Affiliate in the Authorized Area(s) of Transmission (“TPO”), then the signals of the Subscribed Channel(s) shall not be retransmitted to the subscribers of such TPO, post such merger/acquisition. If following such merger/acquisition/take over, the Affiliate or the merged entity forming out of such merger/acquisition/take over (“Merged Entity”) is desirous of retransmitting signals of the Subscribed Channel(s) to the acquired/merged subscribers of the TPO, then the Affiliate/Merged Entity and the Broadcaster, through the Authorized Representative, shall within 30 (thirty) days of a written intimation of such merger/acquisition/take over from the Affiliate/Merged Entity, mutually discuss and negotiate the commercial terms and conditions under which signals of the Subscribed Channel(s) can be retransmitted to the acquired/merged subscribers of the TPO.
(b) For the sake of clarity, the Affiliate shall continue to pay the applicable Monthly License Fee under this Agreement in the manner contemplated herein and the mutually negotiated license fee for acquired/merged subscribers of the TPO shall be over and above the License Fee obligation of the Affiliate under this Agreement.
(c) It is expressly agreed by the Affiliate that this Agreement does not cover retransmission of Subscribed Channel(s) to any new Permitted Digital Distribution Platform, either independently by the Affiliate or in joint venture with any other entity (“New Permitted Digital Distribution Platform Service”). If the Affiliate is desirous of retransmission of signals of the Subscribed Channel(s) to such New Permitted Digital Distribution Platform Service, the Affiliate shall provide 60 (sixty) days’ prior written notice to the Broadcaster, through the Authorized Representative, for discussion of commercial terms of such retransmission. It is specifically agreed that the commercial terms for retransmission to such New Permitted Digital Distribution Platform Service shall be in addition to the current Monthly License Fee payable by the Affiliate in terms of this Agreement.
(d) It is hereby clarified that, if applicable, in the event the Affiliate provides connectivity through its Permitted Digital Distribution Platform to any Cable Operator which was earlier taking signals from any other TPO in the Authorized Area(s) of Transmission, then the signals of ...
MERGER / ACQUISITION. Notwithstanding any other provision of this Lease, Tenant shall have the right, subject to Landlord's consent, to assign this Lease or sublet all or a portion of the Premises to a person or entity which results (whether through operation of law or otherwise) from a merger or consolidation with Tenant, or to any person or entity which acquires all the assets of Tenant as a going concern in the business that is being conducted on the Premises, or any person or entity that purchases all of the stock or ownership interests of Tenant (a "Permitted Transfer"), provided such entity (a "Permitted Transferee"), in the case of an assignment, assumes all the obligations of Tenant under the Lease. Landlord shall not deny consent if each of the following conditions are met: (a) the Transferee has a net worth at least equal to that of Tenant immediately prior to such merger or consolidation, and (b) is of a character and quality similar to that of other tenants in the Building or in other buildings of similar age, size, use and quality in the area. No such Permitted Transfer shall release Tenant from its obligations under the Lease.
MERGER / ACQUISITION. If the Company is acquired by merger or otherwise, then the vesting of rights to be issued RSU Shares under this Agreement and the Payout Date shall be accelerated to occur immediately prior to the closing of such transaction and the Recipient shall be permitted to participate in the merger consideration or proceeds of acquisition to the same degree as if the RSU Shares had been issued and outstanding at the time of any record date with respect to such merger or acquisition, provided, however, that nothing herein shall give Recipient any voting rights with respect to the RSU Shares until issued.
MERGER / ACQUISITION. (i). InSync reserves the right for any restructuring process like merger, acquisition etc. However, in the process of any such restructuring process, all rights and liabilities of InSync and of the subscriber under this Agreement shall vest on the authority so developed under such processes.
MERGER / ACQUISITION. For a merger/acquisition entered into by CLIENT as a result of the efforts of, or an introduction by WPI during the term of this Agreement, Client shall pay WPI, seven (7) percent of the total value of the transaction. For a merger/acquisition entered into by CLIENT as a result of the efforts of WPI and the introduction by CLIENT during the term of this Agreement, Client shall pay WPI, five (5) percent of the total value of the transaction. Such percentage(s) shall be paid to WPI in the same ratio of cash and / or stock as the transaction.
MERGER / ACQUISITION. For a merger/acquisition entered into by CLIENT as a result of the efforts of, or an introduction by CFG during the term of this Agreement, Client shall pay CFG 5.0% of the total value of the transaction. The 5.0% shall be paid in cash upon the date of the closing of the merger/acquisition. Additionally, (i) if stock is used as part or all of the consideration in the transaction, CFG shall receive restricted trading stock equivalent to 10% of the stock (used for the transaction) upon close of transaction, and (ii) upon close of a successful merger or acquisition, CFG shall receive 3% of the value of the combined, merged or surviving entity (whichever is larger) in the form of the surviving entity's restricted trading stock. Subject to any required adjustments by the NASD or SEC if any. THE FEES PROVIDED FOR IN SECTION 3.2, AND 3.3 ARE NOT INTENDED TO AND WILL NOT APPLY CUMULATIVELY TO THE SAME FUNDING; HOWEVER, EACH MAY APPLY TO DIFFERENT PORTIONS OF A TRANSACTION COMPRISING DIFFERENT FUNDING SOURCES.
MERGER / ACQUISITION. If the Company is acquired by merger or otherwise on or after January 1, 2008, then the Settlement Date shall be accelerated to occur immediately prior to the closing of such transaction and the Executive shall be permitted to participate in the merger consideration or proceeds of acquisition to the same degree as if the RSU Shares had been issued and outstanding at the time of any record date with respect to such merger or acquisition, provided, however, that nothing herein shall give Executive any voting rights with respect to the RSU Shares until issued.
MERGER / ACQUISITION. This Agreement shall not terminate with (i) the merger, acquisition or consolidation of Sabre with any other entity; (ii) the sale of all or substantially all of Sabre’s assets; or (iii) the sale of a majority of the shares of the then outstanding stock of Sabre.
MERGER / ACQUISITION. 18 6.5 Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 6.6 Consolidated Tangible Net Worth. . . . . . . . . . . . . . . . 21 6.7
MERGER / ACQUISITION. In the event the Potential Transaction takes the form or either: a) control by a third party of, or a material interest in, the securities, assets or business of the Company or any of its affiliates, including, without limitation, a sale or exchange of capital stock or assets, a lease of assets with or without a purchase option, a merger or consolidation, a leveraged buy-out or recapitalization, the formation of a joint venture, a minority investment or partnership, or any similar transaction; or b) the acquisition of any party (each a “Target”), in one transaction or a series of transactions, by merger, consolidation, reorganization or other business combination, or by a purchase of more than 50% of the stock, assets or business of a Target introduced and solely indentified by VXXXXXX COMPANY, VXXXXXX COMPANY will receive from The Company a transaction fee (the “Transaction Fee”) equal to four percent (4%) of the aggregate consideration. Also provided that the minimum Transaction Fee in connection with a Potential Transaction shall be $25,000. For purposes hereof, the “aggregate consideration” in connection with a Potential Transaction is defined as the sum of: (i) the aggregate amount of consideration received by the Company (or Target) and/or its shareholders, option holders and warrant holders from the Acquirer (or the Company) in such Transaction (net of any consideration received by the Company (or Target) upon the exercise of any options or warrants issued prior to the day hereof) and (ii) the amount of indebtedness of the Company (or Target) or any of its affiliates paid or assumed directly or indirectly by the Acquirer (or the Company) and (iii) if the Acquirer (or the Company) acquired capital stock of the Company (or the Target) in a Potential Transaction resulting in a change of control, but acquired less than all of such capital stock, the value of the capital stock remaining outstanding immediately after consummation of the Potential Transaction. The value of any securities or other non-cash consideration shall be the fair market value thereof on the date paid, as agreed by VXXXXXX COMPANY and the Company.
