MHR Group definition
Examples of MHR Group in a sentence
Except for assignments to any member of the MHR Group (provided that such member of the MHR Group agrees in writing to be bound by the terms of this Agreement, whereupon such member of the MHR Group shall be deemed to be an Investor for all purposes of this Agreement), no Investor may assign its rights hereunder to any purchaser or transferee of Registrable Securities without the prior written consent of the Company.
Neither the Company nor the MHR Group shall make any public announcement or statement that is inconsistent with or contrary to the statements made in the Press Release, except as required by law or the rules of any stock exchange or with the prior written consent of the other party.
Effective only at such time that the Board Representation Period for either the MHR Group or the Other Shareholder terminates, I hereby resign from my position as a director of the Company and from any and all committees of the Board on which I serve.
Neither the Company, on the one hand, nor the MHR Group, on the other hand, will be responsible for any fees or expenses of the other in connection with this Agreement.
The Unaffiliated Directors shall notify each of the Icahn Group and the MHR Group simultaneously of the granting of any such exemption, and such exemption shall become effective simultaneously with respect to each of the Icahn Group and the MHR Group.
Any MHR Nominee designated or nominated pursuant to Section 1(a) or this Section 1(b)(i) shall be designated by the MHR Group in its discretion (and, if any such proposed designee is not an Acceptable Person, the MHR Group shall be entitled to continue designating potential MHR Nominee(s) until such proposed designee is an Acceptable Person, it being understood and agreed by the Company that ▇▇.
The Company hereby agrees that: (i) each MHR Nominee is permitted to and may provide confidential information in accordance with the terms of the confidentiality agreement in the form attached hereto as Exhibit D (the “Confidentiality Agreement”) and (ii) the Company will execute and deliver the Confidentiality Agreement to the MHR Group substantially contemporaneously with execution and delivery thereof by the other signatories thereto.
The Company agrees that any appointment of a Mutual Designee shall occur within three (3) business days after receipt of written notice by the Company from the MHR Group and the Other Shareholder of such selection of an Acceptable Person as described herein and the other documents described in this Section 2(a)(iii).
Effective only upon, and subject to, such time as the MHR Group, together with all of the MHR Affiliates, ceases collectively to “beneficially own” (as defined in Rule 13d-3 under the Exchange Act) at least 5,137,500 shares of Common Stock, I hereby resign from my position as a director of the Company and from any and all committees of the Board on which I serve.
Effective only upon, and subject to, such time as the MHR Group, together with all of the MHR Affiliates, collectively “beneficially own” (as defined in Rule 13d-3 under the Exchange Act) a number of shares of Common Stock constituting less than the [5% Threshold]/[2.5% Threshold], I hereby resign from my position as a director of the Company and from any and all committees of the Board on which I serve.