Tilden Park definition
Examples of Tilden Park in a sentence
Except as otherwise set forth herein, Tilden Park shall be afforded the opportunity to acquire from the Company for the same price and on the same terms as such New Securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its then proportionate Common Stock-equivalent interest.
Tilden Park shall have the right to designate a different person as the Observer at any time upon notice to the Company.
In the event that the Observer is unable to attend a meeting of the Board or a committee thereof, Tilden Park shall have the right to send an alternate in the Observer’s place to attend such meeting.
The failure of Tilden Park to respond within such seven (7) business day period (or four (4) business day period in the case of an Expedited Offering) period shall be deemed to be a waiver of the rights under this Article IV only with respect to the offering described in the applicable notice.
In the event that such appointee (or any subsequent appointee pursuant to this Article II) shall for any reason cease to serve as the Observer, Tilden Park shall have the right to appoint a replacement thereof; provided, that in no event shall the Company or the Board have any right to remove the individual appointed by Tilden Park to serve as the Observer.
This right of inspection shall include the right of Tilden Park and its representatives to review and discuss with the Company and its representatives the Company’s compliance program, including, but not limited to, (a) all due diligence conducted on Tenants and potential Tenants, (b) all Tenants’ licenses, permits, and authorizations that are required under the Applicable Laws, and (c) the Company’s efforts to ensure satisfaction of the covenants set forth in Section 5.4 herein.
This Agreement and all rights and obligations set forth herein shall automatically terminate upon Tilden Park ceasing to Beneficially Own five percent (5%) of the Company’s outstanding Equity Securities.
Pursuant to the foregoing, Tilden Park hereby appoints D▇▇▇▇ ▇▇▇▇▇▇ as the initial Observer.
The amount of New Securities that Tilden Park shall be entitled to purchase in the aggregate, shall be determined by multiplying (A) the total number of such offered New Securities by (B) a fraction, the numerator of which is the number of shares of Common Stock beneficially owned by Tilden Park, and the denominator of which is the number of shares of Common Stock then outstanding.
Each of the Company and Tilden Park agrees to use its commercially reasonable efforts to secure any regulatory or other consents or shareholder approval, and to comply with any law or regulation necessary in connection with the offer, sale and purchase of, such New Securities.