Certares definition
Examples of Certares in a sentence
This Side Letter the Merger Agreement, that certain voting agreement, dated as of the date hereof (the “Voting Agreement”), by and between Certares, Parent and the Company, and the Repurchase Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.
The Company and Certares each agree that effective upon the Effective Time (if it occurs), and notwithstanding Sections 5 and 6 of the Investment Agreement and Section 7.7 of the Registration Rights Agreement, each of the Investment Agreement and Registration Rights Agreement is terminated and will thereafter cease to be of any further force and effect, and, notwithstanding anything to the contrary contained therein, no party thereto will thereafter have any rights, claims or obligations thereunder.
Any provision of this Side Letter may be modified, amended or waived if, and only if, such modification, amendment or waiver is in writing and signed (a) in the case of an amendment, by Parent, the Company and Certares, and (b) in the case of a waiver, by the party against whom the waiver is to be effective.
This Side Letter shall automatically terminate upon the earlier to occur of (a) such date and time as the Merger Agreement shall have been validly terminated in accordance with Article VIII thereof and (b) the written agreement of Parent, the Company and Certares (the “Expiration Date”).
If to the Shareholders: Certares Management LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇ ▇▇▇▇▇▇▇▇▇, Managing Director & General Counsel Email: [Separately Provided] And a copy (which copy shall not constitute notice) to such counsel as may be specified from time to time by the Shareholders.
Notwithstanding any of the foregoing, except as required by Applicable Law, in no event shall (x) Purchaser be permitted to include in any public announcement reference to Ashford Hospitality Trust or any similar name, and (y) Seller be permitted to include in any public announcement reference to (a) Certares Real Estate Management, Belcourt Capital Partners, or any similar name to any of the foregoing, or (b) the Purchase Price.
Achieved upon either (i) a Change in Control, or (ii) any transaction (whether by merger, acquisition, equity issuance, secondary sale or otherwise) after which Certares and Knighthead (and their affiliates, together “Amarillo”) in the aggregate no longer directly or indirectly hold at least 1/3rd of their shares of the Company held as of the date hereof.
The Company and the Purchaser agree and acknowledge that each of the senior managing directors of the Certares Management LLC as of the date hereof (each, “Certares Managing Director”) is reasonably acceptable to the Company.
Haywood k▇▇▇▇▇@▇▇▇.▇▇▇ h▇▇▇▇▇▇@▇▇▇.▇▇▇ Counsel to Certares, Knighthead, and Amarillo K▇▇▇▇▇▇▇ & E▇▇▇▇ LLP 6▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: S▇▇▇▇▇▇ ▇.