Start Media definition
Examples of Start Media in a sentence
Parent and the Company shall take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under the Start Media Purchase Agreement to consummate the transactions contemplated by the Start Media Purchase Agreement in accordance with its terms.
Subject to the terms and conditions of the Operating Agreement of Owner’s parent, Start Media/Digiplex, LLC, dated as of December 10, 2012, by and between Start Media, LLC and Operator (the “Operating Agreement”), Operator shall have the sole responsibility and sole authority to make any and all decisions with respect to the day-to-day operations at the Theaters.
The Company shall promptly (and in any event within twenty-four (24) hours) inform Parent of any material communication received by the Company or any of its Subsidiaries in connection with the Start Media Joint Venture or the Start Media Purchase Agreement.
One (1) Start Media Manager present at a meeting of the Board of Managers at which a quorum exists shall be entitled to cast, in addition to such Start Media Manager’s own vote, one vote for any absent Start Media Manager.
During the ninety (90) day period commencing on the date of receipt of such notice, Start Media (or its Transferee) shall have the right to require Digiplex (or its successor entity) to purchase all, but not less than all, of such Member’s Membership Units (the “Put Right”) at a purchase price equal to the amount such Member would receive upon a dissolution of the Company pursuant to Section 10.04 at the valuation of the Company implied by such Change of Control.
Except for shares of Company Common Stock held by the Start Media Joint Venture (which shall survive the Merger and shall not be exchanged for shares of Parent Common Stock), all shares of Company Common Stock that are owned by Parent, Merger Sub, the Company or any of their respective Subsidiaries immediately prior to the Effective Time, shall be automatically cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor.
If at any time during the term of this Agreement Digiplex or any of its Affiliates receives from or otherwise negotiates with a Third Party and reaches an agreement in principle or agrees upon a term sheet or similar document, subject to the negotiation and execution of definitive documentation, with respect to one or more New Theaters (a “New Theater Offer”), Digiplex shall provide the Company and Start Media with written notice of such New Theater Offer (an “New Theater Offer Notice”).
Prior to the date of this Agreement, Parent and the Company have entered into a purchase agreement that provides Parent will acquire one hundred percent (100%) of Start Media’s interest in the Start Media Joint Venture on the Closing Date (the “Start Media Purchase Agreement”).
The total number of Managers that shall be entitled to attend Board of Managers meetings shall be four (4), (i) of whom two(2) shall be designated by Start Media (the “Start Media Managers”) and (ii) of whom two (2) shall be designated by Digiplex (the “Digiplex Managers”).
THIS CERTIFIES THAT, in exchange for consideration duly received from or on behalf of Start Media, LLC (“Holder”), as registered owner of this Purchase Warrant, by Digital Cinema Destinations Corp.