Examples of Xxxxxxxx Sale in a sentence
After a Xxxxxxxx Sale Call Option Closing, Xxxxxxxx shall be deemed to have waived compliance by GE of the non-solicit obligations of GE in Section 6.04(d), with such waiver to be effective from and after the Xxxxxxxx Sale Call Option Closing.
If GE delivers a timely Xxxxxxxx Sale Call Option Request, the Members will determine, or cause to be determined, the FMV in accordance with Section 17.08.
Neither the exercise or consummation of a Xxxxxxxx Sale Call Option, nor any Liquidation of the Company following a Xxxxxxxx Sale Call Option Closing, nor the termination of any Transaction Document pursuant to Section 17.03(a) shall affect Xxxxxxxx’x rights to receive (a) the Xxxxxxxx Annual Payment Amount pursuant to the Purchase and Sale Agreement, and (b) any Royalty pursuant to the Royalty Agreement.
In furtherance of Section 17.03(a), after a Xxxxxxxx Sale Closing, [***] shall be deemed to have been amended to include the supply assurances set forth in Section 17.04(a) through Section 17.04(f) (collectively, the “Supply Assurances”).
For purposes of this Article XVII, all references to “Xxxxxxxx” shall be deemed references to (a) the acquirer of Xxxxxxxx (or Xxxxxxxx’x Aircraft Turbine Systems business unit or aerospace fuel systems business) in a Xxxxxxxx Sale or (b) the successor-in-interest to Xxxxxxxx (including, in the case of a merger or consolidation, the Surviving Entity) in a Xxxxxxxx Sale.
The Supply Assurances with respect to the [***]will survive for a period ending on the earlier of (1) the date that is [***] following the Xxxxxxxx Sale Closing and (2) if GE exercises the Xxxxxxxx Sale Call Option, [***].
The Supply Assurances will commence upon the Xxxxxxxx Sale Closing, and will apply only with respect to products shipped or activities occurring after the date of Xxxxxxxx Sale Closing.
Such Tag-Along Exercise Notice must affirmatively state that the respective Holder is irrevocably exercising the Tag-Along Right and shall specify the number of Common Shares held by it which it desires to sell to the Third Party pursuant to the Third Party Sale (which number shall in no event be greater than the product of (x) the number of shares of Common Stock held by such Holder and (y) the Third Party Sale Percentage specified in the respective Tag-Along Notice).
Xxxxxxxx shall maintain staffing related to the GE Parts materially consistent with the staffing levels and practices prior to the date of the Xxxxxxxx Sale Closing, taking into consideration demand requirements and positive effects of labor initiatives.
If GE fails to deliver a Xxxxxxxx Sale Call Option Request on or prior to the end of the Xxxxxxxx Sale Call Option Period, the right to exercise the Xxxxxxxx Sale Call Option will expire.