Transfer of BAM Retained Interest. Without the prior written consent --------------------------------- of Bidder, BAM shall not, directly or indirectly, sell, assign, transfer, pledge (except the pledge of the BAM Retained Interest to the Lender to secure the Anticipated Financing), hypothecate, mortgage or dispose of, by gift or otherwise, or in any way encumber, the BAM Retained Interest unless either (a) the transfer is made to an entity of which either BAM or Xxxx Atlantic Corporation owns directly or indirectly all of the voting power of the outstanding capital stock, or (b) the transfer is made in connection with a merger or consolidation transaction to which BAM or Xxxx Atlantic Corporation is a party.
Transfer of BAM Retained Interest. Without the prior written consent of CCIC, BAM shall not, directly or indirectly, sell, assign, transfer, pledge (except the pledge of the BAM Retained Interest to the Lender to secure the Anticipated Financing), hypothecate, mortgage or dispose of, by gift or otherwise, or in any way encumber, the BAM Retained Interest unless either (a) the transfer is made to an entity of which either BAM or Bell Atlantic Corporation owns directly or indirectly all of the xxxing power of the outstanding capital stock or (b) the transfer is made in connection with a merger or consolidation transaction to which BAM or Bell Atlantic Corporation is a party.
Transfer of BAM Retained Interest. Without the prior written consent of Bidder, BAM shall not, directly or indirectly, sell, assign, transfer, pledge (except the pledge of the BAM Retained Interest to the Lender to secure the Anticipated Financing), hypothecate, mortgage or dispose of, by gift or otherwise, or in any way encumber, the BAM Retained Interest unless either (a) the transfer is made to an entity of which either BAM or Xxxx Atlantic Corporation owns directly or indirectly all of the voting power of the outstanding capital stock, or (b) the transfer is made in connection with a merger or consolidation transaction to which BAM or Xxxx Atlantic Corporation is a party. Nomination of Director. From and after the distribution of the Bidder Contributed Shares to BAM in connection with the dissolution of HoldCo, as provided in the HoldCo Operating Agreement, upon the written request of BAM, Bidder shall, so long as BAM or its affiliates own at such time at least 7.5% of the outstanding Bidder Common Stock, expand its Board of Directors by one person and shall elect to the vacancy so created on Bidder's Board of Directors one designee of BAM. Thereafter, for so long as BAM or its affiliates own at least 7.5% of the outstanding Bidder Common Stock, at each annual meeting of the stockholders of Bidder, Bidder shall use its best efforts to nominate one designee of BAM for election as a director of Bidder if after such meeting no designee of BAM would hold office as a director of Bidder absent the election of a BAM designee as a director of Bidder at the meeting. Subject to the fiduciary duties of the Board of Directors of Bidder, Bidder shall use reasonable efforts to solicit from the stockholders of Bidder eligible to vote for the election of directors proxies in favor of the nominees selected in accordance with this Section 9.7.
