Common use of Transition Arrangements Clause in Contracts

Transition Arrangements. (i) In the event of termination of this Agreement for any reason, Manager shall at the Company's expense cooperate with the Company in order to facilitate the transition to a new management service provider (the "New Provider"). Upon such termination, the Board of Directors (excluding Vento and Xxxxxxxx) shall nominate a New Provider that would not cause a significant detrimental effect on the eligibility of the Company to realize the benefits, if any, that the Company derives from its status as a "very small business," as defined in 47 CFR Section 24.720(b)(2), which New Provider shall be acceptable to the Manager. In the event that the Manager does not approve such New Provider within five (5) business days of notice of such nomination by the Board of Directors, then for each successive thirty (30) day period or portion thereof following such five (5) business day period that a New Provider shall not have been approved by Vento and Xxxxxxxx, each of Vento and Xxxxxxxx shall sell to the Company, 50% of the Shares, inclusive of those Shares already subject to repurchase pursuant to Section 7(b), then owned by each of them at a price per share equal to $.0l per Share. Manager shall at the Company's expense take whatever steps are commercially reasonable to assist the New Provider in assuming the management of the Company and the operation of the Business including, without limitation, transferring to the New Provider all historical financial, tax, accounting and other data in the possession of Manager, and giving such consents, assigning such permits and executing such instruments as may be necessary to vest in the New Provider those rights that were necessary for Manager to perform its services hereunder. (ii) Within five (5) business days after the nomination by the Board of Directors of a New Provider, each of Vento and Xxxxxxxx agrees to nominate a successor Person or group of Persons (collectively, a "Successor Control Group") that would not cause a significant detrimental effect on the eligibility of the Company to hold a Block F PCS license and to realize the benefits, if any, that the Company derives from its status as a "very small business," as defined in 47 CFR Section 24.720(b)(2), to whom the Voting Preference Common Stock, the Class C Common Stock set forth on Schedule I (the "Class C Common Stock") and any shares of Class E Common Stock acquired by Vento and Xxxxxxxx after the date hereof as contemplated by Section 7(f) below (any such shares being referred to as the "Class E Common Stock") shall be transferred by Vento and Xxxxxxxx, which Successor Control Group shall be reasonably acceptable to the Board of Directors in its sole discretion (excluding Vento and Xxxxxxxx); it being understood that the New Provider shall be deemed to be a Successor Control Group reasonably acceptable to the Board of Directors. In the event that Vento and Xxxxxxxx do not nominate a Successor Control Group reasonably acceptable to the Board of Directors in its sole discretion (excluding Vento and Xxxxxxxx) within such five (5) business day period, then for each successive 30-day period or portion thereof that Vento and Xxxxxxxx shall not have nominated a successor Control Group reasonably acceptable to the Board of Directors in its sole discretion (excluding Vento and Xxxxxxxx), each of Vento and Xxxxxxxx shall sell to the Company after the expiration of each 30-day period, in addition to any other Shares repurchased, and after giving effect to the repurchase by the Company of Shares pursuant to Section 5(f)(i), an additional 50% of the Shares then owned by each of them at a price per share equal to $.01 per share. Immediately after a Successor Control Group reasonably acceptable to the Board of Directors is nominated, the Company, Vento and Xxxxxxxx shall take, or cause to be taken, all actions necessary or required, including, without limitation, filing of all applications with the FCC, to obtain all requisite consents and authorizations to permit the transfer of the Voting Preference Common Stock, Class C Common Stock and Class E Common Stock to the Successor Control Group. On the first business day after all such consents and authorizations shall have been obtained, Vento and Xxxxxxxx agree to resign as directors and officers of the Company and to sell to the Successor Control Group all of the shares of Voting Preference Common Stock, Class C Common Stock and Class E Common Stock owned by them for a per share price equal to the fair market value of the Company's Class A Common Stock. If at any time, whether by reason of the inability of the Company to obtain all requisite consents and authorizations to permit the transfer of the Voting Preference Common Stock, Class C Common Stock and Class E Common Stock to the Successor Control Group or otherwise, the Board of Directors withdraws its consent to the nomination of a Successor Control Group, the procedure outlined in Sections 5(f)(i) and (ii) shall be repeated commencing with the nomination by Vento and Xxxxxxxx of a Successor Control Group within five (5) business days after the nomination by the Board of Directors of a successor New Provider.

Transition Arrangements. (i) In the event of termination of this Agreement for any reason, Manager shall at the Company's expense cooperate with the Company in order to facilitate the transition to a new management service provider (the "New Provider"). Upon such termination, the Board of Directors (excluding Vento and Xxxxxxxx) shall nominate a New Provider that would not cause a significant detrimental effect on the eligibility of the Company to realize the benefits, if any, that the Company derives from its status as a "very small business," as defined in 47 CFR Section 24.720(b)(2), which New Provider shall be acceptable to the Manager. In the event that the Manager does not approve such New Provider within five (5) business days of notice of such nomination by the Board of Directors, then for each successive thirty (30) day period or portion thereof following such five (5) business day period that a New Provider shall not have been approved by Vento and Xxxxxxxx, each of Vento and Xxxxxxxx shall sell to the Company, in addition to the other Repurchased Shares required to be sold to the Company pursuant to Section 7, an additional 50% of the Shares, inclusive of those Shares already subject to repurchase pursuant to Section 7(b), then owned by each of them at a price per share equal to $.0l .01 per Share. Manager shall at the Company's expense take whatever steps are commercially reasonable to assist the New Provider in assuming the management of the Company and the operation of the Business including, without limitation, transferring to the New Provider all historical financial, tax, accounting and other data in the possession of Manager, and giving such consents, assigning such permits and executing such instruments as may be necessary to vest in the New Provider those rights that were necessary for Manager to perform its services hereunder. (ii) Within five (5) business days after the nomination by the Board of Directors of a New Provider, each of Vento and Xxxxxxxx agrees to nominate a successor Person or group of Persons (collectively, a "Successor Control Group") that would not cause a significant detrimental effect on the eligibility of the Company to hold a Block F PCS license and to realize the benefits, if any, that the Company derives from its status as a "very small business," as defined in 47 CFR Section 24.720(b)(2), to whom the Voting Preference Common Stock, the Stock and Class C Common Stock set forth on Schedule I (the "Class C Common Stock") and any shares of Class E Common Stock acquired by Vento and Xxxxxxxx after the date hereof as contemplated by Section 7(f) below (any such shares being referred to as the "Class E Common Stock") shall be transferred by Vento and Xxxxxxxx, which Successor Control Group shall be reasonably acceptable to the Board of Directors in its sole discretion (excluding Vento and Xxxxxxxx); it being understood that the New Provider shall be deemed to be a Successor Control Group reasonably acceptable to the Board of Directors. In the event that Vento and Xxxxxxxx do not nominate a Successor Control Group reasonably acceptable to the Board of Directors in its sole discretion (excluding Vento and Xxxxxxxx) within such five (5) business day period, then for each successive 30-30 day period or portion thereof that Vento and Xxxxxxxx shall not have nominated a successor Successor Control Group reasonably acceptable to the Board of Directors in its sole discretion (excluding Vento and Xxxxxxxx), each of Vento and Xxxxxxxx shall sell to the Company after the expiration of each 30-30 day period, in addition to any other Shares repurchasedRepurchased Shares, and after giving effect to the repurchase by the Company of Shares pursuant to Section 5(f)(i), an additional 50% of the Shares then owned by each of them at a price per share equal to $.01 per share. Immediately after a Successor Control Group reasonably acceptable to the Board of Directors is nominated, the Company, Vento and Xxxxxxxx shall take, or cause to be taken, all actions necessary or required, including, without limitation, filing of all applications with the FCC, to obtain all requisite consents and authorizations to permit the transfer of the Voting Preference Common Stock, Class C Common Stock and Class E Common Stock to the Successor Control Group. On the first business day after all such consents and authorizations shall have been obtained, Vento and Xxxxxxxx agree to resign as directors and officers of the Company and to sell to the Successor Control Group all of the shares of Voting Preference Common Stock, Class C Common Stock and Class E Common Stock owned by them for a per share price equal to the fair market value of the Company's Class A Common Stock. If at any time, whether by reason of the inability of the Company to obtain all requisite consents and authorizations to permit the transfer of the Voting Preference Common Stock, Class C Common Stock and Class E Common Stock to the Successor Control Group or otherwise, the Board of Directors withdraws its consent to the nomination of a Successor Control Group, the procedure outlined in Sections 5(f)(i) and (ii) shall be repeated commencing with the nomination by Vento and Xxxxxxxx of a Successor Control Group within five (5) business days after the nomination by the Board of Directors of a successor New Provider..01

Transition Arrangements. (i) In the event of termination of this Agreement the Manager for any reason, Manager shall at the Company's expense cooperate with the Company in order to facilitate the transition to a new management service provider (the "New Provider"). Upon such termination, the Board of Directors (excluding Vento and Xxxxxxxxthe Senior Executives that are directors of the Company) shall nominate a New Provider that would not cause a significant detrimental effect on the eligibility of the Company to realize the benefits, if any, that the Company derives from its status as a "very small business," as defined in 47 CFR Section 24.720(b)(2), which New Provider shall be acceptable to the Manager. In the event that the Manager does not approve such New Provider within five (5) business days of notice of such nomination by the Board of Directors, then for each successive thirty (30) day period or portion thereof following such five (5) business day period that a New Provider shall not have been approved by Vento and Xxxxxxxx, each of Vento and Xxxxxxxx shall sell to the Company, 50% of the Shares, inclusive of those Shares already subject to repurchase pursuant to Section 7(b), then owned by each of them at a price per share equal to $.0l per Share. Manager shall at the Company's expense take whatever steps are commercially reasonable to assist the New Provider in assuming the management of the Company and the operation of the Business including, without limitation, transferring to the New Provider all historical financial, tax, accounting and other data in the possession of Manager, and giving such consents, assigning such permits and executing such instruments as may be necessary to vest in the New Provider those rights that were necessary for Manager to perform its services hereunder. (ii) Within five (5) business days after the nomination by the Board of Directors of a New Provider, each of Vento and Xxxxxxxx agrees the Senior Executives agree to nominate a successor Person or group of Persons (collectively, a "Successor Control Group") that would not cause a significant detrimental effect on the eligibility of the Company to hold a Block F PCS license and to realize the benefits, if any, that the Company derives from its status as a "very small business," as defined in 47 CFR Section 24.720(b)(2), to whom the Voting Preference Common Stock, the Stock and Class C Common Stock set forth on Schedule I (the "Class C Common Stock") and any shares of Class E Common Stock acquired by Vento and Xxxxxxxx after the date hereof as contemplated by Section 7(f) below (any such shares being referred to as the "Class E Common Stock") shall be transferred by Vento and Xxxxxxxxthe Senior Executives, which Successor Control Group shall be reasonably acceptable to the Board of Directors in its sole discretion (excluding Vento and Xxxxxxxxthe Senior Executives that are directors of the Company); it being understood that the New Provider shall be deemed to be a Successor Control Group reasonably acceptable to the Board of Directors. In the event that Vento and Xxxxxxxx do not nominate a Successor Control Group reasonably acceptable to the Board of Directors in its sole discretion (excluding Vento and Xxxxxxxx) within such five (5) business day period, then for each successive 30-day period or portion thereof that Vento and Xxxxxxxx shall not have nominated a successor Control Group reasonably acceptable to the Board of Directors in its sole discretion (excluding Vento and Xxxxxxxx), each of Vento and Xxxxxxxx shall sell to the Company after the expiration of each 30-day period, in addition to any other Shares repurchased, and after giving effect to the repurchase by the Company of Shares pursuant to Section 5(f)(i), an additional 50% of the Shares then owned by each of them at a price per share equal to $.01 per share. Immediately after a Successor Control Group reasonably acceptable to the Board of Directors is nominated, the Company, Vento the Senior Executives and Xxxxxxxx the Manager shall take, or cause to be taken, all actions necessary or required, including, without limitation, filing of all applications with the FCC, to obtain all requisite consents and authorizations to permit the transfer of the Voting Preference Common Stock, Class C Common Stock and Class E C Common Stock to the Successor Control Group. On the first business day after all such consents and authorizations shall have been obtained, Vento and Xxxxxxxx the Senior Executives agree to resign as directors and officers of the Company and to sell to the Successor Control Group all of the shares of Voting Preference Common Stock, Stock for the per share price paid by them for such shares and exchange with the Company the shares of Class C Common Stock and Class E Common Stock beneficially owned by them for a per share price an equal to the fair market value number of shares of Class A Voting Common Stock of the Company's Class A Common Stock. If at any time, whether by reason of the inability of the Company to obtain all requisite consents and authorizations to permit the transfer of the Voting Preference Common Stock, Class C Common Stock and Class E Common Stock to the Successor Control Group or otherwise, the Board of Directors withdraws its consent to the nomination of a Successor Control Group, the procedure outlined in Sections 5(f)(i5(e)(i) and (ii) shall be repeated commencing with the nomination by Vento and Xxxxxxxx the Senior Executives of a Successor Control Group within five (5) business days after the nomination by the Board of Directors of a successor New Provider.

Transition Arrangements. (ia) In Notwithstanding anything to the event contrary contained in Section 7 of termination the Bareboat Charter (and in lieu of this Agreement the Hire and Supplemental Hire provided for any reasontherein), Manager the Charterer shall pay to the Owner a fee for the hire of the Vessel at the Company's expense cooperate with rate of $1.00 (one dollar) per month during the Company in order to facilitate the transition to a new management service provider (the "New Provider"). Upon such terminationperiod commencing July 20, the Board of Directors (excluding Vento 2000 and Xxxxxxxx) shall nominate a New Provider that would not cause a significant detrimental effect ending on the eligibility of the Company to realize the benefits, if any, that the Company derives from its status as a "very small business," Effective Date (as defined in 47 CFR Section 24.720(b)(2), which New Provider shall be acceptable to the Manager. In the event that the Manager does not approve Agreement) (such New Provider within five (5) business days of notice of such nomination by the Board of Directors, then for each successive thirty (30) day period or portion thereof following such five (5) business day period that a New Provider shall not have been approved by Vento and Xxxxxxxx, each of Vento and Xxxxxxxx shall sell to the Company, 50% of the Shares, inclusive of those Shares already subject to repurchase pursuant to Section 7(b), then owned by each of them at a price per share equal to $.0l per Share. Manager shall at the Company's expense take whatever steps are commercially reasonable to assist the New Provider in assuming the management of the Company and the operation of the Business including, without limitation, transferring to the New Provider all historical financial, tax, accounting and other data in the possession of Manager, and giving such consents, assigning such permits and executing such instruments as may be necessary to vest in the New Provider those rights that were necessary for Manager to perform its services hereunder. (ii) Within five (5) business days after the nomination by the Board of Directors of a New Provider, each of Vento and Xxxxxxxx agrees to nominate a successor Person or group of Persons (collectively, a "Successor Control Group") that would not cause a significant detrimental effect on the eligibility of the Company to hold a Block F PCS license and to realize the benefits, if any, that the Company derives from its status as a "very small business," as defined in 47 CFR Section 24.720(b)(2), to whom the Voting Preference Common Stock, the Class C Common Stock set forth on Schedule I (the "Class C Common Stock") and any shares of Class E Common Stock acquired by Vento and Xxxxxxxx after the date hereof as contemplated by Section 7(f) below (any such shares being referred to as the "Class E Common StockTransition Period"). (b) During the Transition Period, the Charterer agrees to advance all regularly scheduled payments of principal and interest on the Owner's outstanding 5.63% United States Government Guaranteed Export Ship Financing Bonds, 1998 Series due July 15, 2011 relating to the Vessel (the "Title XI Bonds") as the same become due and payable in accordance with the terms thereof by (i) making a deposit to an account of the Charterer established at Bank One (the "Charterer Account") in the amount of each such payment not later than ten calendar days in advance of the due date therefor and (ii) providing Bank One with irrevocable instructions to make the payment due under the Title XI Bonds from the Charterer Account on the due date therefor to Bank One, as indenture trustee for the Title XI Bonds. Upon the occurrence of the Effective Date, the Owner shall be transferred by Vento and Xxxxxxxx, which Successor Control Group shall be reasonably acceptable have no obligation to repay any such advances to the Board of Directors in its sole discretion (excluding Vento Charterer and Xxxxxxxx); it being understood that the New Provider such obligation shall be deemed to be a Successor Control Group reasonably acceptable have been fully satisfied. (c) Notwithstanding anything to the Board of Directors. In contrary contained in this Section 1, in the event that Vento and Xxxxxxxx do not nominate a Successor Control Group reasonably acceptable that, prior to the Board of Directors Effective Date, (i) the Charterer shall breach its obligations under Section 1(b) above, (ii) the Agreement is terminated in accordance with Section 8.01 thereof or (iii) the Amended Bareboat Charter is terminated or expires in accordance with its sole discretion (excluding Vento and Xxxxxxxx) within such five (5) business day periodterms, then for each successive 30-day period or portion thereof that Vento and Xxxxxxxx shall not have nominated a successor Control Group reasonably acceptable to the Board of Directors in its sole discretion (excluding Vento and Xxxxxxxx), each of Vento and Xxxxxxxx shall sell to the Company after the expiration of each 30-day periodthen, in addition any such case (and without prejudice to any other Shares repurchasedrights or remedies of the parties under the Amended Bareboat Charter or the Agreement), the following provisions shall apply: (A) the Charterer and after giving the Owner shall account to each other as if the provisions of this Section 1 had never taken effect and Section 7 of the Bareboat Charter had remained in full force and effect and (B) accordingly, either (1) the Charterer shall pay to the repurchase Owner within 10 days after such termination or expiration the amount, if any, by which (x) the aggregate Hire and Supplemental Hire that would have been payable by the Company of Shares Charterer under the Bareboat Charter during the Transition Period exceeds (y) the aggregate amount paid by the Charterer to the Owner pursuant to Section 5(f)(i), an additional 50% of 1(a) above and advanced as provided Section 1(b) above during the Shares then owned by each of them at a price per share equal to $.01 per share. Immediately after a Successor Control Group reasonably acceptable Transition Period or (2) the Owner shall pay to the Board of Directors is nominated, the Company, Vento and Xxxxxxxx shall take, or cause to be taken, all actions necessary or required, including, without limitation, filing of all applications with the FCC, to obtain all requisite consents and authorizations to permit the transfer of the Voting Preference Common Stock, Class C Common Stock and Class E Common Stock to the Successor Control Group. On the first business day after all such consents and authorizations shall have been obtained, Vento and Xxxxxxxx agree to resign as directors and officers of the Company and to sell to the Successor Control Group all of the shares of Voting Preference Common Stock, Class C Common Stock and Class E Common Stock owned by them for a per share price equal to the fair market value of the Company's Class A Common Stock. If at any time, whether by reason of the inability of the Company to obtain all requisite consents and authorizations to permit the transfer of the Voting Preference Common Stock, Class C Common Stock and Class E Common Stock to the Successor Control Group or otherwise, the Board of Directors withdraws its consent to the nomination of a Successor Control Group, the procedure outlined in Sections 5(f)(i) and (ii) shall be repeated commencing with the nomination by Vento and Xxxxxxxx of a Successor Control Group Charterer within five (5) business 10 days after such termination or expiration the nomination amount, if any, by which the Board of Directors of a successor New Provideramount referred to in clause (y) above exceeds the amount referred to in clause (x) above.