Examples of IIAC Sponsor in a sentence
Any Proposed Securities offered or sold by the Company after such ninety (90)-day period must be reoffered to issue or sell to IIAC Sponsor pursuant to this Section 3.03; provided, that the Company shall not be required to offer to IIAC Sponsor any Excluded Issuance.
If IIAC Sponsor requests the suspension of the IIAC Sponsor Nominee, the Parties shall, and shall cause their respective controlled Affiliates to, exercise their rights and powers to give full effect to such request; provided, that at the time of such request the IIAC Sponsor Group satisfies the Minimum Holding Requirement.
The Company agrees that (a) the redemption rights provided in Section 6.1 hereof shall not apply to Warrants held by the IIAC Sponsor or its Permitted Transferees at the time of the redemption and (b) if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the redemption rights provided in Section 6.2 hereof shall not apply to Warrants held by the IIAC Sponsor or its Permitted Transferees at the time of the redemption.
Without prejudice to the generality of the preceding sentence, the Parties acknowledge and agree that where an IIAC Sponsor Nominee receives in a capacity other than as a Director, information which imposes on him or her a duty of confidentiality, he or she shall not be obligated to disclose that information to the Company or to the Board.
For so long as the IIAC Sponsor Group satisfies the Minimum Holding Requirement, the Parties shall, and shall cause their respective controlled Affiliates to, exercise their rights and powers such that the IIAC Sponsor Nominee shall only be suspended if so requested in writing by IIAC Sponsor unless the Board reasonably determines that not suspending the IIAC Sponsor Nominee would be in breach of the Board’s fiduciary duties.
Any determination as to whether the Minimum Holding Requirement is met for any purpose under this Agreement or the Articles of Association shall be made by the Board and the IIAC Sponsor in good faith.
If IIAC Sponsor does not deliver a Participation Notice on or before the Notice Date, the Company shall be free to sell such Proposed Securities that IIAC Sponsor has not elected to purchase during the ninety (90) days following the Notice Date on terms and conditions no more favorable to the purchasers thereof than those offered to IIAC Sponsor in the notice delivered in accordance with Section 3.03(a).
To the extent any Warrants are not held by the IIAC Sponsor or a Permitted Transferee (as defined below), ownership of beneficial interests in such Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions that have accounts with The Depository Trust Company (the “Depositary”) (such institution, with respect to a Warrant in its account, a “Participant”).
If IIAC Sponsor requests the dismissal and/or replacement of the IIAC Sponsor Nominee, the Parties shall, and shall cause their respective controlled Affiliates to, exercise their rights and powers to give full effect to such request; provided, that at the time of such request the IIAC Sponsor Group satisfies the Minimum Holding Requirement.
For so long as the IIAC Sponsor Group satisfies the Minimum Holding Requirement, the Parties shall, and shall cause their respective controlled Affiliates to, exercise their rights and powers such that the IIAC Sponsor Nominee shall only be dismissed if so requested in writing by IIAC Sponsor or in the case of fraud or willful misconduct in the performance of the IIAC Sponsor Nominee’s office as Non-Executive Director.