Engagement Letters definition

Engagement Letters as defined in Section 3.17.

Engagement Letters means the Engagement Letters by and between the Company and each of the Placement Agents, dated September 26, 2023.

Engagement Letters has the meaning set forth in Section 4.24.

Examples of Engagement Letters in a sentence

• Any taxes payable in connection with any payments due to the BRLMs and the payment of STT in relation to the Offer shall be paid or reimbursed in accordance with the Engagement Letters, the Underwriting Agreement (if any), any cash escrow agreement, any share escrow agreement, any syndicate agreement or any other agreement entered into by the Company or the Selling Shareholders in connection with the Offer.

• If any provision or any portion of a provision of this Agreement or the Engagement Letters is or becomes invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable this Agreement or the Engagement Letters, but rather shall be construed as if not containing the particular invalid or unenforceable provision or portion thereof, and the rights and obligations of the Parties shall be construed and enforced accordingly.

• In the event of any inconsistency or dispute between the terms of this Agreement and the Engagement Letters, the terms of this Agreement shall prevail, provided that the Engagement Letters shall prevail over this Agreement solely where such inconsistency or dispute relates to the fees or expenses payable to the BRLMs for the Offer or any service tax, education cess, value added tax or any similar taxes imposed by any Governmental Authority payable with respect thereto.

• The Engagement Letters, this Agreement or the receipt by the Members of the Syndicate or their respective Groups of Confidential Information or any other matter shall not give rise to any fiduciary, equitable or contractual duties (including any duty of trust or confidence) that would prevent or restrict such Member of the Syndicate or its Group from acting on behalf of other customers or for their own accounts or in any other capacity.

• Except for the Engagement Letters, the terms and conditions in this Agreement supersede and replace any and all prior contracts, understandings or arrangements, whether oral or written, between any of the Parties hereto and relating to the subject matter hereof and as of the date hereof constitute the entire understanding of the Parties with respect to the Offer.

More Definitions of Engagement Letters

Engagement Letters mean each of the engagement letters by and between the Company and the Placement Agents, each dated on or about the date hereof.

Engagement Letters means the March 14 Engagement Letter and the Revised Engagement Letter.

Engagement Letters means the engagement letter between Lazard and PLC dated 4 December 2001, as amended by letter dated 7 May 2002 and by letter dated 13 March 2003, and the indemnity given by PLC to Lazard dated the same date and the engagement letter between Xxxxxx Xxxxxxx and PLC dated 20 June 2002 as amended by letter dated on or around 18 March 2003, and the indemnity given by PLC to Xxxxxx Xxxxxxx and dated the same date;

Engagement Letters has the meaning ascribed thereto in Section 2(1) of this Agreement;

Engagement Letters means the Engagement Letters (as defined in the Merger Agreement) provided to Liberty Media on the date hereof.

Engagement Letters means the engagement letter (the “RBC Engagement Letter”) dated February 17, 2009 between the Corporation and RBC Dominion Securities Inc. (as amended on March 3, 2009) and the engagement letter (the “BMO Engagement Letter”) dated February 18, 2009 between the Corporation and BMO Xxxxxxx Xxxxx Inc.;

Engagement Letters means (i) that engagement letter, dated May 14, 2009, between Rivington and Target, as amended, (ii) that engagement letter, dated July 22, 2008, between XX Xxxxxx and Target, as amended, and (iii) that engagement letter, dated November 2, 2009, between Xxxxxx Xxxxxx and Target.