Capital Markets Advisor definition
Examples of Capital Markets Advisor in a sentence
The Administrative Agent shall provide such information relating to the Accounts to the Security Trustee, the Trustee, the Capital Markets Advisor or the Rating Agencies as any of them may reasonably request from time to time and as required under the Indenture.
The Administrative Agent will provide additional Administrative Services, including (a) providing assistance to the Capital Markets Advisor in (i) arranging one or more Refinancings of all or a portion of the Notes, and (ii) arranging for the payment of any purchase price adjustment necessary to be paid pursuant to the Asset Purchase Agreement and (b) undertaking efforts to avoid any adverse change in the tax status of any Issuer Group Member.
In the ordinary course of business, each Capital Markets Advisor and its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own account or the accounts of customers, in debt or equity securities of the Company, any potential Targets, their respective affiliates or other entities that may be involved in the transactions contemplated hereby.
Each Capital Markets Advisor shall perform its Services as an independent contractor and not as an employee of the Company or affiliate thereof.
This Agreement may not be modified or terminated orally or in any manner other than by an agreement in writing signed by the parties hereto, except that each Capital Markets Advisor may terminate its obligation to provide the Services set forth in Section 1 of this Agreement at any time with five Business Days’ (as defined herein) notice to the Company.
Further, prior to distributing any proxy materials relating to a Business Combination to its stockholders or to the Target’s stockholders, as applicable, the Company shall furnish such materials to each Capital Markets Advisor for its review and comment, and the Company will not distribute, and will use commercially reasonable efforts to cause the Target not to distribute, any such materials to which any Capital Markets Advisor reasonably objects.
The Company hereby waives, to the fullest extent permitted by law, any claims it may have against either Capital Markets Advisor for breach of fiduciary duty or alleged breach of fiduciary duty related to the Services and agrees that neither Capital Markets Advisor shall have liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on the Company’s behalf, including the Company’s stockholders, employees or creditors.
It is expressly understood and agreed to by the parties that no Capital Markets Advisor shall have authority to act for, represent or bind the Company or any affiliate thereof in any manner, except as may be expressly agreed to by the Company in writing.
Additionally, the Underwriter agrees that, upon consummation of an initial Business Combination and upon request by the Company, it shall direct the Trustee to reduce the Deferred Underwriting Commission by the Deferred Capital Markets Advisor Payment.
The Marketing Fee shall be exclusive of any other fees which may become payable to the Capital Markets Advisors pursuant to any other agreement between any Capital Markets Advisor and the Company or the Target or other party to a Business Combination.