Investor Counsel definition

Investor Counsel shall have the meaning assigned to it in Section ---------------- 7.1(g)(3).

Investor Counsel means Xxxxxxxxx Xxxxxxx, P.A.

Investor Counsel has the meaning ascribed to it in Section 7.1(c)(ix).

Examples of Investor Counsel in a sentence

• In the event that Investor Counsel deems it appropriate, in its reasonable discretion, to enter into a joint defense agreement or other arrangement to enhance the ability of the parties to protect their communications and other reviewed materials under the attorney client privilege, the Company shall, and shall direct its counsel to, execute and deliver to Investor Counsel and its clients such an agreement in form and substance reasonably acceptable to Investor Counsel.

• All communications shall be sent to the respective parties at their address as set forth on Schedule A or Schedule B hereto, or to such email address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 6.7. If notice is given to the Company, a copy shall also be sent to [Company Counsel Name and Address] and if notice is given to Stockholders, a copy shall also be given to [Investor Counsel Name and Address].

• In the event of a transaction which is a Sale of the Company (as defined in the [Amended and Restated] Voting Agreement of even date herewith among the Investors, the Company and the other parties named therein), the reasonable fees and disbursements[, not to exceed [CDN$ / US$]_____,] of one counsel for the [Major] Investors ("Investor Counsel"), in their capacities as shareholders, shall be borne and paid by the Company.

• If Investor Counsel deems it appropriate, in its reasonable discretion, to enter into a joint defense (or common interest) agreement or other arrangement to enhance the ability of the parties to protect their communications and other reviewed materials under the solicitor client privilege, the Company shall, and shall direct its counsel to, execute and deliver to Investor Counsel and its clients such an agreement in form and substance reasonably acceptable to Investor Counsel and the Company's counsel.

• In the event that Investor Counsel and Company counsel deem it appropriate, to enter into a joint defense agreement or other arrangement to enhance the ability of the parties to protect their communications and other reviewed materials under the attorney client privilege, the Company and Investors shall, and shall direct their respective counsel to, execute and deliver such an agreement in form and substance reasonably acceptable to Investor Counsel and Company counsel..

More Definitions of Investor Counsel

Investor Counsel means Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, counsel to the Investor.

Investor Counsel has the meaning set forth in Subsection 5.10.

Investor Counsel means Xxxxxx Xxxx Xxxxx Raysman & Xxxxxxx LLP, counsel to the Investors. “Knowledge,” including the phrase “to the Company’s knowledge,” and words of similar import shall mean that which Xxxxxx Xxxx, Xxxx Xxxx, Xxxxx Xxx, and Xxxxxx Xxxxxx know or should have known using the exercise of reasonable due diligence.

Investor Counsel has the meaning assigned to it in Section 5.2.

Investor Counsel means Proskauer Rose LLP, counsel to the Investors for purposes of this Agreement; provided, however, that if none of the North Sound Investors are listed as a “Selling Stockholder” in a Registration Statement, the Holders of a majority of the Registrable Securities to be sold pursuant to such Registration Statement shall be entitled to select alternative counsel to act as “Investor Counsel” with respect to such Registration Statement.

Investor Counsel. As defined in Section 5.3(ii). Investor Indemnified Persons: Each Investor and its affiliates (as defined in Rule 405 under the Securities Act), employees, representatives, agents, members, partners, officers and directors.

Investor Counsel has the meaning set forth in Section 12.20.