Media Members definition
Examples of Media Members in a sentence
Party B shall, and shall cause New Media Members and the employees thereof to use the Program Resources strictly subject to this Agreement.
Notices to the Managers (i) appointed by the Media Members will be sent to the principal office of NBC and (ii) appointed by Polo will be sent to the principal office of Polo.
If the Media Representative fails to give the Media Members Sale Notice within 90 days following a Material Deadlock Event, the Media Members shall be deemed to have waived the Media Members Sale Right and have no further right to exercise the Media Members Sale Right with respect to such Material Deadlock Event.
In the event of a NBC Change of Control, Polo shall have the right (the "NBC Change of Control Call"), exercisable upon expiration of the Quiet Period and for 365 days thereafter, to purchase all, but not less than all, of the Media Members' Membership Interests at a purchase price determined in accordance with Section 3.15(a).
It is understood and agreed that the rights provided to Polo and the Media Members in Sections 3.12(d) and 3.12(e) shall not be exercisable unless the respective Chief Executive Officers of NBC and Polo (or designees of each) shall have attempted in good faith to resolve matters that are the subject of a Material Deadlock.
Except with the express written consent of Polo, in the case of the Media Members, or the Media Representative, in the case of Polo, no Member may make loans or advance funds to the Company other than the ValueVision Initial Capital Contribution, the ValueVision Additional Contributions and any Additional Contributions required to be contributed to the Company pursuant to this Agreement.
It is understood and agreed that the rights provided to Polo and the Media Members in Section 3.13(c) and (d) shall not be exercisable during the Quiet Period.
The Media Members Sale Notice shall state which of the following rights the Media Members have determined to give Polo: (x) a right to purchase the Media Members' Membership Interests at the Fair Market Value as determined in accordance with clause (B) of the definition of such term or (y) a right of first refusal in connection with such sale (the "Election Notice").
At such closing, to the extent that Polo is purchasing the Media Members' Membership Interests, Polo shall deliver cash or a certified check or checks in the appropriate amount against the delivery of a duly executed assignment of the Membership Interest so purchased.
The Members agree that irreparable damage would occur in the event the provisions of this Agreement were not performed in accordance with the terms hereof and that Polo, the Media Members and the Management Committee will be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.