ROCH definition
Examples of ROCH in a sentence
The maximum aggregate amount up to which Seller shall indemnify Purchasers, subject to the provisions of the preceding paragraph, shall be equal to Fifteen percent (15%) of the Purchase Price, i.e. US$632,168 for APCO; US$448,240 for NETHERFIELD; and US$304,921 for ROCH (“Cap Amount”).
The cap amount up to which Purchasers shall compensate Seller, subject to the provisions set out in the preceding paragraph, shall be equal to Fifteen percent (15%) of the Purchase Price payable by each of them, i.e. US$632,168 for APCO; US$448,240 for NETHERFIELD; and US$304,921 for ROCH (“Cap Amount”).
ROCH and the ROCH Investors hereby terminate the Prior ROCH Agreement, which shall be of no further force and effect and is hereby superseded and replaced in its entirety by this Agreement.
ROCH and the ROCH Investors desire to terminate the Prior ROCH Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights granted to them under the Prior ROCH Agreement.
ParentCo and the ParentCo Board shall take all actions necessary to fill such vacancy with such replacement Designated Director promptly upon written notice to ParentCo of the name of such replacement director by the ROCH Investors entitled under Section 7.2 to designate such ROCH Designated Director or the Pre-PIPE Investors entitled under Section 7.3 to designate such Pre-PIPE Designated Director, as applicable.
Immediately following the consummation of the RH Merger, the ParentCo Board will be comprised of: seven Directors, two of whom shall be the ROCH Initial Directors (each of whom shall qualify as an “independent director” under Rule 5605(a)(2) of the listing rules of the Nasdaq Stock Market (or any successor rule) as interpreted by Staff Letter 2008-11 (an “Independent Director”)) and the remainder of whom shall be Company Initial Directors (two of whom shall qualify as Independent Directors).
This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written, including without limitation the Prior ROCH Agreement and the Prior Company Agreement.
For so long as TV One remains a Designated Entity under the terms of this Indenture, ROCH shall not, directly or indirectly, engage in any business or activity other than the holding of Equity Interests of TV One.
This Agreement and the obligations of the Company Members under this Agreement shall automatically terminate upon the earliest of (a) the RH Effective Time; (b) the termination of the APM in accordance with its terms; and (c) the mutual agreement of ROCH and the Company.
For so long as TV One remains a Designated Entity under this Indenture, the Company shall cause all Equity Interests of TV One that are held on the Issue Date or acquired by the Company or any of its Restricted Subsidiaries to be held directly by ROCH subject to Sections 4.10 and 5.01 hereof.