Resignation; Replacement. The Stockholder Representative ------------ ----------- will have the right, in its sole discretion, to resign as the Stockholder Representative (in its capacity as the representative of the holders of Xxxxxxxx Shares or the Old Xxxxxxxx Stockholders) at any time by giving at least 30 days prior written notice to Xxxxxxxx (prior to the Effective Time) and the Acquiring Parties. In such event, Xxxxxxxx (prior to the Effective Time) or the Majority Xxxxxxxx Stockholders (after the Effective Time) will promptly appoint another Stockholder Representative to represent the holders of Xxxxxxxx Shares and the Old Xxxxxxxx Stockholders and give notice of such selection to the Acquiring Parties and the Old Xxxxxxxx Stockholders (after the Effective Time). Such resignation of the Stockholder Representative will be effective upon such notice being given and such new Stockholder Representative's acceptance of such appointment and will relieve the resigning Stockholder Representative of all duties and responsibilities of the Stockholder Representative in such capacity thereafter arising.
Appears in 2 contracts
Samples: Merger Agreement (Sullivan Broadcast Holdings Inc), Merger Agreement (Sullivan Broadcast Holdings Inc)
Resignation; Replacement. The Stockholder Representative ------------ ----------- will have the right, in its sole discretion, to resign as the Stockholder Representative (in its capacity as the representative of the holders of Xxxxxxxx Shares or the Old Xxxxxxxx Stockholders) at any time by giving at least 30 days prior written notice to Xxxxxxxx (prior to the Effective Time) and the Acquiring Parties. In such event, Xxxxxxxx (prior to the Effective Time) or the Majority Xxxxxxxx Stockholders (after the Effective Time) will promptly appoint another Stockholder Representative to represent the holders of Xxxxxxxx Shares and the Old Xxxxxxxx Stockholders and give notice of such selection to the Acquiring Parties and the Old Xxxxxxxx Stockholders (after the Effective Time). Such resignation of the Stockholder Representative will be effective upon such notice being given and such new Stockholder Representative's acceptance of such appointment and will relieve the resigning Stockholder Representative of all duties and responsibilities of the Stockholder Representative in such capacity thereafter arising.
Appears in 2 contracts
Samples: Merger Agreement (Sinclair Broadcast Group Inc), Merger Agreement (Sinclair Broadcast Group Inc)
Resignation; Replacement. The Stockholder Representative ------------ ----------- ------------------------ will have the right, in its sole discretion, to resign as the Stockholder Representative (in its capacity as the representative of the holders of Xxxxxxxx Shares or the Old Xxxxxxxx Stockholders) at any time by giving at least 30 days prior written notice to Xxxxxxxx (prior to the Effective Time) and the Acquiring Parties. In such event, Xxxxxxxx (prior to the Effective Time) or the Majority Xxxxxxxx Stockholders (after the Effective Time) will promptly appoint another Stockholder Representative to represent the holders of Xxxxxxxx Shares and the Old Xxxxxxxx Stockholders and give notice of such selection to the Acquiring Parties and the Old Xxxxxxxx Stockholders (after the Effective Time). Such resignation of the Stockholder Representative will be effective upon such notice being given and such new Stockholder Representative's acceptance of such appointment and will relieve the resigning Stockholder Representative of all duties and responsibilities of the Stockholder Representative in such capacity thereafter arising.
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