Examples of Capital Markets Advisor in a sentence
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.
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 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.
If the foregoing correctly sets forth the understanding between each Capital Markets Advisor and the Company with respect to the foregoing, please so indicate your agreement by signing in the place provided below, at which time this letter shall become a binding contract.
Each Capital Markets Advisor shall perform its Services as an independent contractor and not as an employee of the Company or affiliate thereof.
For the avoidance of doubt, none of the activities of either Capital Markets Advisor in connection with its engagement hereunder constitute a recommendation, investment advice, or solicitation of any action by such Capital Markets Advisor with respect to any entity or natural person.
Any such process or summons to be served upon any party hereto may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it, in the case of the Company, at its registered business address and, in the case of either Capital Markets Advisor, at the address set forth in Section 10 hereof.
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.
Nothing in this Agreement shall be construed to limit or restrict either Capital Markets Advisor or any of its affiliates in conducting such business.
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.