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 order to exercise the IPO Call Right under this Section 8.03, any such Time Warner Entity must deliver a written notice thereof (a “Company IPO Notice”) to each Google Entity at any time after the IPO Demand and prior to the effectiveness of the registration statement filed in connection with such IPO Demand.
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.
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.
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.
If one or more Time Warner Entities proposes to effect a Drag Along Sale, such Time Warner Entity(ies) may, at their option, require any Google Entity holding Membership Interests to Transfer in such Drag Along Sale its respective Drag Along Portion of the Membership Interests then held by such Google Entity on the same terms and conditions, subject to the same agreements and for the same consideration, as such Time Warner Entity pursuant to the terms of this Section 7.05(c).
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.
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.
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).