Permitted Transaction amend the definition of Permitted Transaction and make consequential amendments to the Credit Agreement to ensure the following are permitted by the covenants in accordance with recent Liberty precedent:
Permitted Transaction. Notwithstanding the provisions of this Section 3, on and after the eleventh business day after the commencement of a proxy contest, tender offer or exchange offer which could result in a "Change of Control Transaction" (as defined below) for outstanding Securities or on or after the public announcement that the Company has entered into an agreement with a third party not affiliated with the Company that would result in a Change of Control Transaction, the Standstill Investor shall be permitted to make a proposal to the Company's Board of Directors or shareholders or to tender or exchange any Securities beneficially owned by it pursuant to such transaction. As used herein, "Change of Control Transaction" shall mean (A) any tender or exchange offer, merger, consolidation, re-capitalization or other business combination or transaction pursuant to which either (i) the holders of the outstanding voting power immediately prior to the transaction would hold less than 50% of the outstanding voting power outstanding immediately after the transaction or (ii)50% of the assets of the Company would be transferred to or controlled by a third party not affiliated with the Company, except in each case a merger effected exclusively for the purpose of changing the domicile of the Company, or (B) any action by the shareholders of the Company that results in the directors, who as of the date of Closing constitute the Company's Board of Directors (the "Incumbent Board"), ceasing to constitute at least a majority of the Company's Board of Directors; provided, however, that any individual becoming a director subsequent to the date of Closing whose nomination for election by the shareholders of the Company was approved by the vote of the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board.
Permitted Transaction. The Company will within one week after --------------------- the Closing enter into negotiations with Investor concerning, and will use commercially reasonable efforts thereafter to effect, a transaction approved by the Board (including Fargo unless he abstains, in which case such abstention shall be deemed an approval), in which Investor and the Company (or any wholly owned Subsidiary of the Company) would merge or effect another business combination involving both Investor and the Company (a "Permitted Transaction"). --------------------- If necessary, Fargo will vote his shares of Common Stock in favor of any Permitted Transaction, and will waive any rights he has to purchase such shares of Common Stock in accordance with the Shareholders' Agreement by and among the Company, Fargo and MCA Inc. dated March 30, 1994.
Permitted Transaction. (a) Amend the definition of Permitted Transaction in Clause 1.1 (Definitions) to insert a new paragraph as follows: “any acquisition or purchase of a spectrum license;”.
Permitted Transaction. Investor will within one week after --------------------- the Closing enter into negotiations with the Company concerning, and will use commercially reasonable efforts thereafter to effect, a Permitted Transaction.
Permitted Transaction. Notwithstanding the provisions of this Section 3, on and after the eleventh business day after the commencement of a proxy contest, tender offer or exchange offer which could result in a "Change of Control Transaction" (as defined below) for outstanding Securities or on or after the public announcement that the Company has entered into an agreement with a third party not affiliated with the Company that would result in a Change of Control Transaction, the Standstill Investor shall be permitted to make a proposal to the Company's Board of Directors or shareholders or to tender or exchange any Securities beneficially owned by it pursuant to such transaction. As used herein, "Change of Control Transaction" shall mean (A) any tender or exchange offer, merger, consolidation, recapitalization or other business combination or transaction pursuant to which either (i) the holders of the outstanding voting power immediately prior to the transaction would hold less than 50% of the outstanding voting power outstanding immediately after the transaction or (ii)
Permitted Transaction. Notwithstanding any other provision of this Indenture, (a) this Indenture does not prohibit or restrict any Permitted Transaction (which, for the avoidance of doubt, is hereby expressly permitted under this Indenture) and (b) any Default or Event of Default that may occur after the date of this Indenture as a result of any Permitted Transaction is hereby waived, other than any other Default or Event of Default which may occur other than as a result of a Permitted Transaction.
Permitted Transaction. 17 4. Sales by Xxxxxx.xxx and Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx..................... 17 4.1 Right of First Refusal................................................ 17 4.2 Assignment of Right of First Refusal.................................. 18 4.3
Permitted Transaction. 25 8.17 Break-Up Fee....................................... 25 8.18 Key Man Life Insurance............................. 25
Permitted Transaction. For purposes hereof, a "Permitted Transaction" shall mean any transaction, regardless of its form, in which (a) the permitted assignee expressly assumes, in writing, all of the liabilities and obligations of the Operator hereunder for all the rest and remainder of the Term hereof; and (b) upon such transfer or assignment, the permitted assignee shall continue to have the right to manage and operate, under the Sports Club/LA trade name, not less than seventy percent (70%) of the number of the Sports Club/LA facilities then owned and/or managed and operated as of the date of the transfer or assignment in the United States of America. In addition to the foregoing requirements, for purposes hereof, a "Permitted Assignee" shall mean any wholly owned subsidiary of the Operator or any person or entity acquiring a controlling interest in the Operator, or the Operator's assets, including the rights and obligations of the Operator under this Agreement. Anything to the contrary set forth herein notwithstanding, Operator may, without the consent of, but on at least ten (10) business days prior notice to, Owner, assign its rights, duties, obligations and interests under this Agreement to any wholly owned subsidiary of Operator, in which case all contracts, agreements and instruments relating to the Club may be entered into by such wholly owned affiliate, provided, that such wholly owned affiliate shall assume, in writing, all of the liabilities and obligations of the Operator hereunder for all the rest and remainder of the Term hereof and provided, further, that, any such assignment and assumption notwithstanding, The Sports Club Company, Inc. shall remain fully and primarily liable for the performance of all of the Operator's obligations under this Agreement.
