WXBV definition
Examples of WXBV in a sentence
Except for FIRB approval and those other approvals that have been obtained, no Approval is required for WXBV or CTS to deliver the CTS Stock and the Cash to TVG pursuant to this Agreement.
TVG, CTS and WXBV shall coordinate all publicity relating to the transactions contemplated by this Agreement and no party shall issue any press release, publicity statement or other public notice relating to this Agreement, or the transactions contemplated by this Agreement, without obtaining the prior written consent of each of the parties to this Agreement except to the extent that a particular action is required by applicable Law.
TVG has no intent or expectation, and there is no agreement or commitment by WXBV or CTS, that, at any time on or after the Closing Date, TVG will participate in the making of basic business decisions of CTS or otherwise participate directly in the operations of CTS.
TVG has full legal right and power to transfer and deliver to WXBV the Company Shares.
Subject to SECTION 7.3.1, CTS and WXBV agree to indemnify and hold harmless TVG from and against any and all Losses of TVG based upon or arising from any inaccuracy in or breach or nonperformance of any of the representations, warranties, or covenants made by WXBV or CTS in this Agreement.
Subject to the terms and conditions of this Agreement, the Company Shares shall be delivered to WXBV, and the CTS Stock and the Cash shall be conveyed to TVG (such transaction, the "TRANSACTION") free and clear of any Encumbrances whatsoever.
The closing of the Transaction (the "CLOSING") shall take place at the offices of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (or such other location as WXBV and TVG may agree in writing) on the later to occur of (i) September 1, 1999 or (ii) the first date on which all of the conditions to Closing have been satisfied or waived in writing by the party entitled to the performance or satisfaction thereof.
TVG shall have caused to be delivered to the Board of Directors of the Company (with a copy thereof delivered to WXBV) a letter from and executed by ▇▇▇▇ ▇▇▇▇ ("▇▇▇▇") in which ▇▇▇▇ resigns, contingent upon the occurrence of and effective as of the Closing, from the Board of Directors of the Company, which letter shall be in the form attached as EXHIBIT D.
WXBV shall have delivered to TVG certificates representing the CTS Stock, in form and substance reasonably satisfactory to TVG, together with the cashier's check for the Cash.
Any notice or other communication hereunder must be given in writing and (i) delivered in person, (ii) transmitted by telex, telefax or telecommunications mechanism or (iii) mailed by certified or registered mail, postage prepaid), receipt requested as follows: IF TO WXBV OR CTS, ADDRESSED TO: WORLDxCHANGE ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: Legal Department Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇ O'Melveny & ▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇.