Red Ventures definition
Examples of Red Ventures in a sentence
MasTec and MasTec North America hereby grant to Red Ventures an option to purchase one hundred percent (100%) of the issued and outstanding equity interests of DirectStar (the “DirectStar Option”), now existing or hereafter issued, at any time during the Option Period.
Red Ventures may exercise the DirectStar Option by delivering written notice to MasTec North America of its election to exercise at any time during the Option Period.
The closing of the purchase shall take place on the sixtieth day following the date of the notice of exercise or such other date as may be agreed upon by MasTec, MasTec North America and Red Ventures (the “Closing Date”).
In addition to such purchase agreement, MasTec, MasTec North America and their respective Affiliates shall execute and deliver all documents that are necessary to effect the transfer of the DirectStar equity interests to Red Ventures, free and clear of all liens, encumbrances, guarantees and other restrictions, but without any provisions which would frustrate the purpose and intent of the immediately prior sentence.
Red Ventures shall pay the aggregate exercise price in cash by wire transfer of immediately available funds at closing.
Immediately prior to the closing of the purchase, (i) any accrued but unpaid Earn-Out Payments, and at Red Ventures’ option any accrued but unpaid fees (the “Service Fees”) due to Red Ventures under the Services Agreement, shall be paid to Red Ventures, and (ii) any Cash of DirectStar and its Subsidiaries available after accounting for payment of the accrued and unpaid Earn-Out Payments and Service Fees shall be distributed to DirectStar’s members.
Red Ventures will pay all filing fees due in connection with filings under the Anti-Trust Laws required in connection with the transactions contemplated by this Agreement.
Commencing on the date hereof and continuing through the later of (i) the expiration of the Option Period and (ii) the Closing Date, Red Ventures shall operate DirectStar and its Subsidiaries in the ordinary course of business, consistent with past practice, and shall not accelerate any payments by DirectStar or its Subsidiaries or delay the collection of amounts owed to DirectStar and its Subsidiaries.
Red Ventures shall have no right to pay a portion of the aggregate exercise price with the Note if the Senior DirectStar Lenders include any lender other than Fifth Third Bank, Bank of America, ▇▇▇▇▇ Fargo Bank, BB&T, CitiBank or their affiliate banking institutions.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Chief Financial Officer Table of Contents VOTING AGREEMENT, dated as of July 2, 2017 (this “Agreement”), by and between Red Ventures Holdco, LP (“Parent”), a North Carolina limited partnership, and Ben Holding S.à ▇.▇.