Examples of Partnership Interest Sale Agreement in a sentence
Comcast Trust II, which currently holds shares of TWC Class A Common Stock representing a 17.9% interest in TWC, entered into a registration rights agreement with TWC (the “Comcast Registration Rights Agreement”) relating to its shares of TWC Class A Common Stock, as well as any common stock of TWC that it or another Comcast trust may receive in connection with a sale of a partnership interest in TWE under the Partnership Interest Sale Agreement.
Certain specified assets and liabilities of the TWE Redemption Systems will be retained by TWE.Pursuant to the TWE Redemption Agreement, the parties have agreed to modify the Partnership Interest Sale Agreement.
The FCC Trust Requirements do not prohibit, and no consent of any Governmental Authority is required with respect to, the agreements of Comcast Trust and of Comcast Parent pursuant to Section 2.3 (including the agreements made therein with respect to the Partnership Interest Sale Agreement).
If TWC and Time Warner do not collectively elect to purchase all of the Comcast Trust I’s offered partnership interest, Comcast Trust I may proceed with the sale of the offered partnership interest to that third party on terms no more favorable than those offered to TWC and Time Warner, if that third party agrees to be bound by the same terms and conditions applicable to Comcast Trust I as a limited partner in TWE and under the Partnership Interest Sale Agreement.
Delivery of such Termination Notice shall be deemed for purposes of the Partnership Interest Sale Agreement to constitute delivery of an Appraisal Notice with respect to the Redemption Interest, a waiver of Section 9.1(a) hereof and, for the period prior to termination of this Agreement under Section 11.1(a) or 11.1(d) that is effective under Section 2.3(b) hereof, a waiver of Comcast Subsidiary's ability to again exercise its rights under Section 11.1(a) or 11.1(d).
Time Warner shall have the right, at any time within 15 days of the delivery of the Termination Notice to deliver an "AOLTW Exercise Notice" (as defined in the Partnership Interest Sale Agreement).
The fair market value of the interest will be determined pursuant to an appraisal mechanism set forth in the Partnership Interest Sale Agreement.
Time Warner shall have the right, at any time within 15 days of the delivery of the Termination Notice to deliver an “AOLTW Exercise Notice” (as defined in the Partnership Interest Sale Agreement).
The parties hereby acknowledge and agree that, upon the Closing and immediately following the TWE Recapitalization, the only outstanding Equity Securities of TWE shall be as set forth in the Amended and Restated TWE Partnership Agreement and all other option or similar agreements (other than the Partnership Interest Sale Agreement) shall be null and void and be of no further force or effect.
Pursuant to the TWE Redemption Agreement, Comcast Trust I has agreed not to exercise its rights to cause either Time Warner or TWC to purchase its interest in TWE under the Partnership Interest Sale Agreement until the earliest of (1) such time as the TWE Redemption Agreement is terminated, (2) under certain circumstances, notice by Comcast of its intent to terminate the TWE Redemption Agreement and (3) December 31, 2006 (the period ending at such earliest time, the “Comcast TWE Lock-Up Period”).