Common use of Transition Arrangements Clause in Contracts

Transition Arrangements. (i) In the event of termination of this Agreement for any reason, Manager shall at the Company's expense cooperate with the Company in order to facilitate the transition to a new management service provider (the "New Provider"). Upon such termination, the Board of Directors (excluding Vento and Xxxxxxxx) shall nominate a New Provider that would not cause a significant detrimental effect on the eligibility of the Company to realize the benefits, if any, that the Company derives from its status as a "very small business," as defined in 47 CFR Section 24.720(b)(2), which New Provider shall be acceptable to the Manager. In the event that the Manager does not approve such New Provider within five (5) business days of notice of such nomination by the Board of Directors, then for each successive thirty (30) day period or portion thereof following such five (5) business day period that a New Provider shall not have been approved by Vento and Xxxxxxxx, each of Vento and Xxxxxxxx shall sell to the Company, 50% of the Shares, inclusive of those Shares already subject to repurchase pursuant to Section 7(b), then owned by each of them at a price per share equal to $.0l per Share. Manager shall at the Company's expense take whatever steps are commercially reasonable to assist the New Provider in assuming the management of the Company and the operation of the Business including, without limitation, transferring to the New Provider all historical financial, tax, accounting and other data in the possession of Manager, and giving such consents, assigning such permits and executing such instruments as may be necessary to vest in the New Provider those rights that were necessary for Manager to perform its services hereunder.

Appears in 3 contracts

Samples: Management Agreement (Sullivan Thomas H), Management Agreement (Telecorp PCS Inc /Va/), Management Agreement (Telecorp Tritel Holding Co)

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Transition Arrangements. (i) In the event of termination of this Agreement for any reason, Manager shall at the Company's expense cooperate with the Company in order to facilitate the transition to a new management service provider (the "New Provider"). Upon such termination, the Board of Directors (excluding Vento and Xxxxxxxx) shall nominate a New Provider that would not cause a significant detrimental effect on the eligibility of the Company to realize the benefits, if any, that the Company derives from its status as a "very small business," as defined in 47 CFR Section 24.720(b)(2), which New Provider shall be acceptable to the Manager. In the event that the Manager does not approve such New Provider within five (5) business days of notice of such nomination by the Board of Directors, then for each successive thirty (30) day period or portion thereof following such five (5) business day period that a New Provider shall not have been approved by Vento and Xxxxxxxx, each of Vento and Xxxxxxxx shall sell to the Company, in addition to the other Repurchased Shares required to be sold to the Company pursuant to Section 7, an additional 50% of the Shares, inclusive of those Shares already subject to repurchase pursuant to Section 7(b), then owned by each of them at a price per share equal to $.0l .01 per Share. Manager shall at the Company's expense take whatever steps are commercially reasonable to assist the New Provider in assuming the management of the Company and the operation of the Business including, without limitation, transferring to the New Provider all historical financial, tax, accounting and other data in the possession of Manager, and giving such consents, assigning such permits and executing such instruments as may be necessary to vest in the New Provider those rights that were necessary for Manager to perform its services hereunder.

Appears in 1 contract

Samples: Management Agreement (Telecorp PCS Inc)

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