Examples of Cablevision Shares in a sentence
NBC Holdings owns 21,816,226 shares of Class A common stock (the "Cablevision Shares") of Cablevision and 1,562.25 shares of Class A common stock (the "RMHI Shares") of Rainbow Media Holdings, Inc.
NBC Holdings has, and immediately prior to the Closing it will have, good and valid title to the Cablevision Shares and the RMHI Shares, free and clear of all Encumbrances and, upon delivery to Cablevision in the Exchanges, good and valid title to the Cablevision Shares and the RMHI Shares, free and clear of all Encumbrances, will pass to Cablevision.
Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, and as part of the Reorganization Transactions, Cablevision shall distribute to NBC Holdings all of the BHC Class A Stock and NBC Holdings shall deliver or cause to be delivered to Cablevision in exchange the Cablevision Shares (plus any Cablevision Shares that have been received in exchange for RMHI Shares prior to the Closing), in each case free and clear of any Encumbrances.
Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, and as part of the Reorganization Transactions, Cablevision shall cause RMHI to distribute to NBC Holdings all of the BHC Class B Stock and NBC Holdings shall deliver or cause to be delivered to RMHI in exchange the RMHI Shares (less any RMHI Shares that have been exchanged for Cablevision Shares prior to the Closing), in each case free and clear of any Encumbrances.
Each of NBC Holdings and NBC shall use its reasonable best efforts to cause the Reorganization Transactions to which it or any of its Affiliates is a party to be consummated on or prior to the Closing; provided, that NBC Holdings shall not be prohibited from exchanging RMHI Shares for Cablevision Shares pursuant to the Stockholders' Agreement.
RMHI shall use commercial reasonable efforts to obtain waivers of such piggy-back registration rights from such holders prior to the delivery of the Cablevision Shares.
All Cablevision Shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to any preemptive rights.
Notwithstanding anything to the contrary contained in this Agreement, Cablevision shall only have the right to deliver Cablevision Shares at a Closing if the closing of an underwritten public offering of such Cablevision Shares as contemplated by this Section 2.06 and Section 4.02 occurs simultaneously with such Closing.
In the case of a merger or other business combination or reorganization transaction involving Cablevision where securities other than those of Cablevision are issued to the holders of Cablevision Shares, this Agreement shall be assigned to and shall inure to the benefit of and be binding upon the Person issuing securities in such transaction and any reference herein to Cablevision shall be deemed to be a reference to such Person.
Except as disclosed in Cablevision's reports, statements, schedules or registration statements filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, there are no other options or rights to acquire Cablevision Shares and there are no other securities of Cablevision convertible into or exchangeable for Cablevision Shares.