Examples of Xxxxxxx Parent in a sentence
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.
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.
If and to the extent reasonably requested by Xxxxxxx Parent, the Company shall diligently and promptly review all drafts of such Xxxxxxx Public Filings and prepare in a diligent and timely fashion any portion of such Xxxxxxx Public Filing pertaining to the Company or the other members of the Company Group.
The Company will not change auditors without the prior written consent of Xxxxxxx Parent.
Xxxxxxx Parent will be permitted to conduct internal audits on the Company Group to assess the Company Group’s internal controls over financial reporting as well as perform risk assessments on the Company Group’s controls over financial reporting processes.
The representations and warranties contained in this Section 4.9 will not apply to statements or omissions included in the Proxy Statement, Schedule 13E-3 or any Other Filings based upon information furnished in writing to the Company by or on behalf of Xxxxxxx, Parent or Purchaser.
Prior to any printing or public release of any Xxxxxxx Public Filing, an appropriate executive officer of the Company, shall, if requested by Xxxxxxx Parent, confirm to the best of such officer’s knowledge that the information provided by the Company relating to the Company Group in such Xxxxxxx Public Filing is accurate, true and correct in all material respects.
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 Company will implement internal control changes as reasonably proposed by Xxxxxxx Parent, provided that following the Second Trigger Date and until the Third Trigger Date, the foregoing shall not apply and instead the Company Board shall determine if the Company will implement any internal control changes reasonably proposed by Xxxxxxx Parent.