Media Billing definition
Examples of Media Billing in a sentence
In August 2004, the Company announced its consummation of the acquisition of Media Billing Company, LLC and its wholly owned subsidiary Internet Billing Company LLC (“iBill”), pursuant to the terms of a securities purchase agreement, dated July 22, 2004, as amended (the “iBill Purchase Agreement”).
On the Closing Date of its purchase of the Media Billing Equity, CCI shall cause to be filed with the Secretary of State of the State of Delaware, the CCI Series D Preferred Certificate of Designation and the Certificate of Designation for the Series E Preferred Stock.
On the Closing Date of the Media Billing Purchase, CCI will issue as a finders fee to the Persons listed on Schedule 4.12 to the CCI Disclosure Schedule, 40,000 shares of newly authorized Series E preferred stock, $0.001 par value per share (the “CCI Series E Preferred Stock”); which Series E Preferred Stock shall (a) have a liquidation preference of $100.00 per share, and (b) at the Conversion Date of the Series D Preferred Stock be automatically converted into 4,000,000 shares of CCI Common Stock.
Except as set forth in Schedule 2.03 to the Media Billing Disclosure Schedule, no consent, filing with or notification to, or approval or authorization of any governmental, regulatory or other authority is required on the part of Penthouse in connection with the execution, delivery and performance of this Agreement.
Penthouse is the record and beneficial owner of 99.5% of the Media Billing Equity and the Media Billing Managers are the record and beneficial owners of 0.5% of the Media Billing Equity.
Except as disclosed in the Current Penthouse Draft Form 10-K or on Schedule 3.11 to the Media Billing Disclosure Schedule, neither the iBill Companies nor the iBill Business has been, or is being, conducted in violation of any Applicable Law, except for possible violations which both individually and in the aggregate have not had and are not reasonably likely to have an iBill Material Adverse Effect.
Penthouse shall indemnify and hold harmless CCI, its stockholders, controlling persons and affiliates for any loss, liability, claim, damage or expense arising from or in connection with any and all transactions arising out of the Membership Interest Purchase Agreement between Media Billing Company, LLC, Internet Billing Company, LLC and InterCept, Inc.
At the Closing and in sole consideration for the Transfer of the Media Billing Equity, CCI shall transfer, convey and deliver to Penthouse all, and not less than all, of the shares of the CCI Securities.
Except as set forth on Schedule 3.07 to the Media Billing Disclosure Schedule, to the knowledge of Penthouse, each of the iBill Companies has full legal right, title and interest in and to all of the Intellectual Property utilized in the operation of its business.
Except as disclosed in Schedule 3.13 to the Media Billing Disclosure Schedule or in the applicable iBill Financial Statements, there is no claim for Taxes that is a lien against the property of the iBill Companies other than liens for Taxes not yet due and payable, none of which Taxes is material.