Ascent Entities definition
Examples of Ascent Entities in a sentence
After the Distribution Date, the following Trademarks and Service Marks shall be the sole property of the Ascent Entities.
On Command hereby covenants and agrees, for so long as the Ascent Entities own the largest percentage (and at least 40%) of the outstanding securities of On Command entitled to be cast for the election of directors, that it will not issue any equity securities or any securities convertible into equity securities without the prior written consent of Ascent.
If the Contingent Liability or Contingent Benefit is attributable solely to the Acts or Omissions of the COMSAT Entities and the Ascent Entities did not, in the case of a Contingent Liability, receive any Benefit from such Acts or Omissions or, in the case of a Contingent Benefit, contribute to or participate in the Acts giving rise to such Contingent Benefit, then the Contingent Liability or Contingent Benefit, as applicable, shall be allocated solely to the COMSAT Entities.
This Agreement shall remain in effect until the Ascent Entities no longer own or hold with power to vote the largest percentage (and at least 40%) of the outstanding securities of On Command entitled to be cast for the election of directors; PROVIDED, that the provisions of Sections 3.2(j), 3.3, 3.4, 3.6 and any unsatisfied payment obligation pursuant to Section 3.5 shall survive any such expiration.
On Command hereby covenants and agrees, for so long as the Ascent Entities own the largest percentage (and at least 40%) of the outstanding securities of On Command entitled to be cast for the election of directors, not to amend, supplement, restate, cancel, modify or alter its Certificate of Incorporation or Bylaws in any manner whatsoever without the prior written consent of Ascent.
At such time as the Ascent Entities no longer own or hold with power to vote the largest percentage (and at least 40%) of the outstanding securities of On Command entitled to be cast for the election of directors, On Command shall cease and desist from any further use of the Ascent name and any Ascent logo, trademark or service ▇▇▇▇, other than pursuant to a written licensing agreement signed by Ascent authorizing such use or as may be required to be disclosed by applicable law.
On Command and, for so long as the Ascent Entities own the largest percentage (and at least 40%) of the outstanding securities of On Command entitled to be cast for the election of directors, Ascent shall each use its Best Efforts to cause no fewer than two individual directors of On Command to be independent directors within the meaning of the rules of the National Association of Securities Dealers, Inc.
For example, if an employee of one of the Ascent Entities who was injured while working for an Ascent Entity later transferred to COMSAT, any Contingent Liability relating to such injury would be allocated solely to the Ascent Entities.
For so long as the Ascent Entities own the largest percentage (and at least 40%) of the outstanding securities of On Command entitled to be cast for the election of directors, On Command hereby agrees to provide to Ascent such other information respecting the financial condition or operations of On Command as Ascent may from time to time reasonably request.
For so long as the Ascent Entities own the largest percentage (and at least 40%) of the outstanding securities of On Command entitled to be cast for the election of directors, On Command agrees to (i) utilize reasonable cash management procedures, and (ii) use its Best Efforts to minimize its excess cash holdings.