Search Period definition
Examples of Search Period in a sentence
SPAR holders will not be entitled to vote on any Materially Adverse Amendment to the Charter or on any other matter during the Search Period.
The SPARs will not be evidenced by a certificate or other instrument during the Search Period.
The SPARs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, during the Search Period, other than through a Permitted Transfer.
SPARs will have the additional rights and attributes in the Search Period, the Disclosure Period, the SPAR Holder Election Period, and the Closing Period as are set forth in Section 2.6, Section 2.7, Section 2.8 and Section 2.9, respectively.
The Manager shall devote all of his business time and attention to the activities of the Search Fund during the Search Period and shall be the principal executive officer of the acquired company.
If the Purchaser does not consent to such New Arrangement Expenses, the Purchaser may, upon written notice to the Seller, terminate the Initial Search Period.
If a Materially Adverse Amendment to this Agreement is proposed during the Search Period, the amendment will require the approval of holders of a majority of the SPARs present and voting on such matter at a duly called meeting of SPAR holders.
Following the expiration or termination of the Initial Search Period, Purchaser may, at its option and sole cost and expense, continue efforts to locate, negotiate and secure a New Arrangement; provided, that Seller shall have the right to consent in writing to any New Arrangement, which approval shall not be unreasonably withheld or delayed.
This Agreement may be terminated during the Search Period or the Transition Period (i) by the Company for “Cause” (as defined in Section 4.5 hereof) immediately upon written notice by the Company to Employee, or (ii) by Employee for any reason upon at least thirty (30) days prior written notice to the Company of such termination.
The Company’s Board of Directors shall use its best efforts, subject to the provisions of the Company’s by-laws, to nominate Employee as a director of the Company during the Search Period and the Transition Period; provided, however, that if during the Search Period or the Transition Period or thereafter, Employee takes a management or director position with a “Company Competitor” (as defined below), Employee agrees to resign from the Board immediately when requested to do so by the Board.