Examples of MSV LP in a sentence
The Stockholders each undertake to take such actions and execute such documents as may be necessary to insure that the proportionate ownership of General Partner at all times reflects the then-current proportional ownership of Limited Partnership Interests in MSV LP, excluding for this purpose, any Limited Investor.
This Agreement, the Investment Agreement, the MSV LP Agreement and the Purchase Agreement, together with the exhibits thereto constitute the entire agreement among the parties pertaining to the subject matter hereof and supersede all prior agreements and understandings of the parties in connection herewith, including but not limited to the November 2001 Stockholders' Agreement.
Subject to the terms and conditions hereof and in reliance upon the representations, warranties and agreements contained herein, at the Initial Closing (as defined below), SkyTerra will purchase from Sub, and Motient shall cause Sub to sell to SkyTerra, 9,034,848.51 limited partnership units (the “MSV LP Units”) of Mobile Satellite Ventures, L.P. (“MSV”) and 1,572.11 shares of common stock (the “MSV GP Shares” and, together with the MSV LP Units, the “MSV Interests”) of Mobile Satellite Ventures GP, Inc.
All communications shall be sent to (i) MSV LP and General Partner at the address set forth on the signature page of this Note Exchange and Conversion Agreement, and (ii) each Noteholder at the address designated by such party in the Partnership Agreement or Stockholders' Agreement.
All accrued interest owing on the Motient Promissory Note for the period November 1, 2004 to the Closing Date shall be paid by MSV LP in cash on the Closing Date.
Each Noteholder shall at any time and from time to time promptly execute and deliver to MSV LP such further instruments, consents and other documents and take such further action as General Partner or MSV LP reasonably may require in order to carry out the full intent and purpose of this Note Exchange and Conversion Agreement.
Simultaneously with the Initial Closing, SkyTerra shall accept for purchase all MSV LP Units and MSV GP Shares properly tendered by the Limited Partners in accordance with Section 8.2(b) of the MSV Stockholders’ Agreement at the Tag Along Price (as defined in the MSV Stockholders’ Agreement) and in compliance with applicable laws and such purchase shall not reduce the MSV Interests to be sold by Sub pursuant to this Agreement.
Initially capitalized terms used, but not defined herein, shall have the meanings ascribed thereto in the MSV LP Agreement or, if not defined therein, in the Investment Agreement, as applicable.
In the case of MSV: MSV LP 00000 Xxxxxxxxx Xxxxxxxxx Xxxxxx, XX 00000-0000 Attn: General Counsel With a copy to: MSV LP 00000 Xxxxxxxxx Xxxxxxxxx Xxxxxx, XX 00000-0000 Attn: Xxxxxxx Xxxxxxx Director, Contract Administration Telephone No.: (000) 000-0000 Facsimile No.: (000) 000-0000 Email: xxxxxxxx@xxxxx.xxx In the case of Contractor: By U.S. mail: Boeing Satellite Systems, Inc.
Without limiting this Article 351.2, and notwithstanding anything to the contrary in Article 35.1.1 or this Article 35.1.2, MSV may, at any time, assign to MSV Canada, through separate agreement or by including MSV Canada as a party to this Agreement, one of the Satellites and/or SBNs selected by MSV and one of the optional Satellites and all or a portion of its rights, duties obligations and options related thereto; provided MSV LP shall remain secondarily liable.