Google Entity definition
Examples of Google Entity in a sentence
In such event, the consideration to be paid for the Membership Interests of any Google Entity shall take into account the value to the relevant Time Warner Entity (or Affiliate) of such arrangements (applied pro rata based on the total number of Membership Interests outstanding), as determined by a nationally recognized investment banker or appraiser retained by the Board of Managers.
In connection with any Drag Along Sale, the closing of the sale of Membership Interests held by any Time Warner Entity and the closing of the sale of Membership Interests held by any Google Entity shall each occur on the same date.
For the avoidance of doubt, a Change of Control Transaction may be consummated at any time after a Change of Control Notice is delivered to each Google Entity pursuant to this Section 8.02.
If a Time Warner Entity proposes to Transfer any Membership Interests in a Tag Along Sale, any Google Entity may, at its option, elect to exercise its rights under this Section 7.05(b).
The Company shall deliver to each Google Entity, simultaneously with the delivery of the financial statements described in Sections 9.07(a) and 9.07(b), a report that reconciles the information contained in such financial statements to the segment disclosures relating to the Company’s operations that Time Warner reports in its filings with the Securities and Exchange Commission on Forms 10-K and 10-Q.
In connection with any Tag Along Sale, the closing of the sale of Membership Interests held by any Time Warner Entity and the closing of the sale of Membership Interests held by any participating Google Entity shall each occur on the same date.
All out of pocket costs and expenses incurred by each Google Entity in connection with a Tag Along Sale shall be paid by such Google Entity.
All out of pocket costs and expenses incurred by any Google Entity in connection with a Drag Along Sale shall be paid by such Google Entity.
The Company shall deliver to each Google Entity, within 90 days after the end of each fiscal year of the Company, an annual report summarizing the value of any transaction or agreement (or related series of transactions or agreements) described under Section 4.03(b)(vi) the value of which exceeds $5,000,000.
In order to exercise its rights under this Section 8.02, any such Google Entity must deliver a written notice thereof (a “Change of Control Demand Notice”) to each Time Warner Entity within 30 calendar days of receipt by such Google Entity of a Change of Control Notice.