Examples of Xxxxxxx Parent in a sentence
Xxxxxxx Parent shall make its Chief Executive Officer reasonably available to the Company for the purpose of responding to such requests.
Following the Second Trigger Date, Xxxxxxx Parent shall not, and shall cause the other members of the Xxxxxxx Group not to, Transfer, in a single transaction or in a series of transactions, more than ten percent (10%) of the then-outstanding Company Common Stock to any Person who is engaged in any business that engages in the Company Business (other than a member of the Company Group or a member of the Xxxxxxx Group), unless approved by an RPT Committee.
For a period of two (2) years beginning on the date hereof (the “Lockup Period”), no member of the Xxxxxxx Group shall Transfer any Company Common Stock to any Person that is not a controlled Affiliate of Xxxxxxx Parent, unless approved by an RPT Committee; provided that Section 4.2(a) shall be of no further force or effect from and after the Third Trigger Date.
In addition, Xxxxxxx Parent shall have the right to assume the defense of, and appoint legal counsel for, any such allegation, investigation, audit or Action which, if resolved adversely, could reasonably be expected (in Xxxxxxx Parent’s judgment) to result in significant reputational, injunctive or declaratory relief or financial harm to Xxxxxxx.
The Parties shall attempt in good faith to resolve any Dispute by negotiation at a meeting between the Chief Executive Officer of Xxxxxxx Parent, on the one hand, and the Chief Executive Officer of the Company, on the other hand.
The Company shall consider any such comments in good faith and deliver to Xxxxxxx Parent, no later than the date the same are printed for distribution to the Company’s stockholders, sent to the Company’s stockholders or filed with the SEC, whichever is earliest, final copies of all Company Public Documents (except to the extent publicly available via the SEC’s XXXXX system).
The Company shall keep Xxxxxxx Parent reasonably apprised of the status of each such allegation, investigation, audit or Action, consult with Xxxxxxx Parent with respect thereto and consider in good faith any comments or suggestions from Xxxxxxx Parent.
The exercise of any right under this Agreement by Xxxxxxx Parent or Xxxxxxx shall be made in each such Person’s sole discretion, subject to Applicable Law and any express limitations set forth in this Agreement.
No Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other Party except that Xxxxxxx Parent and Xxxxxxx may assign this Agreement to a member of the Xxxxxxx Group or in connection with a Transfer of Company Common Stock in accordance with this Agreement.
If the Xxxxxxx Ownership Percentage is not in excess of forty percent (40%) for a consecutive period of six (6) months or more, each of the Company (on behalf of the applicable member of the Company Group) and Xxxxxxx Parent (on behalf of the applicable member of the Xxxxxxx Group) shall have the right to terminate any Intercompany Commercial Agreement upon written notice to the other.