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 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.
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.
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.
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.
Neither this Agreement nor any Ancillary Agreement (nor any certificate or instrument executed in connection with this Agreement or any Ancillary Agreement) furnished or made to Parent, Newco or the Investors by or on behalf of TMI or TMI Sub omits to state a material fact required to be stated herein or therein or necessary in order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.
Tel: (617) 951-2233 Xax: (888) 325-9120 ------------------------------ --------------------------------------------------- ------------------------------ ------------------------------ --------------------------------------------------- ------------------------------ 6,636,481.51 TMI Sub 1601 Telesat Court Xxxxxxxxxx Xxxxx Xxxxxx X0X 0X0 Xttn: Rory McCormick with a copy to: Salans Hertzfeld Heilbronn Christy & Viexxx Xxxxxxxxxxx Xxxxxx 620 Fifth Avenue Xxx Xxxx, XX 00000-0000 Xttn: Owen D.