Examples of TMI Sub in a sentence
In effecting a Corporate Conversion, the General Partner shall cooperate in good faith with TMI Sub to reduce any adverse tax consequences to TMI Sub resulting from the Corporate Conversion.
Each Stockholder hereby agrees to take all action necessary (including voting or causing to be voted, or acting by written consent with respect to, any and all Shares held by him or it, or entitled to be voted by him or it, on the record date for establishing the Stockholders entitled to vote for the election of directors of the Company) to cause the designees of Motient Sub, TMI Sub and MSV Investors to be elected to the Board, in accordance with the provisions hereof.
In furtherance of the foregoing, except for Transfers made simultaneously with permitted transfers of Limited Partnership Interests made in accordance with the terms of Section 8 of this Agreement, each Stockholder agrees not to, directly or indirectly, sell, assign, transfer, pledge, mortgage or otherwise dispose of, either voluntarily or involuntarily (a “Transfer”), any Shares; provided, however, that TMI Sub shall be permitted to pledge its Shares pursuant to the Pledge Agreement.
The Board may, by resolution passed by a majority of the whole Board, designate one or more committees consisting of four or more directors; provided, that each committee shall consist of at least one Investor Group designee, one Motient Sub designee, one TMI Sub designee, and one Note Investor designee.
Each Stockholder hereby agrees to take all action necessary (including voting or causing to be voted, or acting by written consent with respect to, any and all Shares held by him or it on the record date for establishing the Stockholders entitled to vote for the election of directors of General Partner) to cause the Investors' designees, the Motient Sub designees, the TMI Sub designees, and the Note Investor designees to be elected to the Board, in accordance with the provisions hereof.
Newco GP shall have delivered to TMI evidence that the number of directors comprising Newco GP's board of directors has been fixed pursuant to the Newco GP Stockholders Agreement and that the persons designated by TMI Sub pursuant thereto shall have been elected to such board.
TMI Sub, Parent Sub, and each Existing Investor shall have executed and delivered to such Note Investor the Newco GP Stockholders Agreement.
As of the First Closing Date, TMI will be the sole limited partner of TMI Sub, and a wholly owned subsidiary of TMI will be the sole general partner of TMI Sub.
TMI shall indemnify and hold harmless the other parties hereto from and against all Losses arising in any way out of or related to (i) the breach by TMI or TMI Sub of any representation or warranty made by such party herein or in any Ancillary Agreement or in any document delivered pursuant hereto or thereto or (ii) the breach by TMI or TMI Sub of any covenant or agreement contained herein or in any Ancillary Agreement or in any document delivered pursuant hereto or thereto.
The Board may, by resolution passed by a majority of the whole Board, designate one or more committees consisting of four or more directors; PROVIDED, that each committee shall consist of at least one designee of the Telcom Investor Group, Columbia Investor Group and Spectrum Investor Group, collectively, as well as one Motient Sub designee, one TMI Sub designee, and one MSV Investors designee.