Cablevision Shares definition
Examples of Cablevision Shares in a sentence
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.
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.
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.
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.
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.
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.
Subject to its obligations contained in Section 4.02, Cablevision shall prepare and file promptly following the delivery of its notice pursuant to Section 2.03(b) or 2.04(b), and use all reasonable efforts to cause to be declared effective, a Registration Statement on any appropriate form under the Securities Act which shall cover a resale pursuant to an underwritten public offering of all Cablevision Shares to be issued to ITT MSG pursuant to this Section 2.06.
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.
Cablevision agrees that it and the underwriters may not use any Registration Statement covering a resale of Cablevision Shares unless ITT MSG shall have consented to such use (which consent shall not be unreasonably withheld) and shall be reasonably satisfied with the content and form of such Registration Statement.