Appointment of Financial Advisor. Subject to the terms and conditions of this Agreement, the Company hereby appoints the Financial Advisor as its financial advisor and information agent in connection with the rights offering and the offering to the Standby Purchasers, and in identifying and managing one or more qualifying broker-dealers to act as a selling group in connection with the Public Reoffer, if any. It is acknowledged by the Company that neither the Financial Advisor nor any such qualifying broker-dealers shall be obligated to purchase any shares of Common Stock, Rights, or Securities and shall not be obligated to take any action that is inconsistent with any applicable law, regulation, licensure requirements, decision or order. The Company and the Financial Advisor agree that the Financial Advisor is an independent contractor with respect to its participation in the offering to the Standby Purchasers and the Rights Offering contemplated by this Agreement and the performance of any other financial advisory services to the Company contemplated by this Agreement or otherwise. In rendering the services contemplated by this Agreement, the Financial Advisor will not be subject to any liability to the Company or any of its affiliates for any act or omission on the part of any securities broker or dealer (other than the Financial Advisor or employees of the Financial Advisor) or any other person, and the Financial Advisor will not be liable for acts or omissions in performing its obligations under this Agreement, except to the extent set forth in Sections 10 and 11, below.
Appointment of Financial Advisor. (a) The Relevant Designated Representative may engage or approve the engagement of (in each case on such terms as it may consider appropriate (including, without limitation, and subject to clause (iv) of the last sentence of Section 5.01(a) above, restrictions on that Financial Advisor’s liability and the extent to which any advice, valuation or opinion may be relied on or disclosed), pay for and rely on the services of, a Financial Advisor to provide advice, a valuation or a fairness opinion in connection with a Distressed Disposal which is (i) a transfer, sale or other disposition of Shared Collateral or the application or distribution of any proceeds of any such sale or disposition or (ii) any amount of Non-Cash Consideration which is subject to Section 4.02.
Appointment of Financial Advisor. Notwithstanding anything to the contrary in any other arrangement or agreement among the Parties and/or any other person, whenever the valuation of the Parent or any of its subsidiaries needs to be conducted, the Parent shall engage an independent reputable international investment bank or other kind of financial advisor appointed in good faith by the Board for such purpose.
Appointment of Financial Advisor. The Broker, Financial Advisor, or Investment Professional (collectively, the “Financial Advisor”) shall be appointed by the Depositor in the Application (or in another manner acceptable to the Custodian) as his or her agent to (i) submit and/or execute such investment directions with respect to Investment Company Shares, and, if permitted by the Custodian, Other Funding Vehicles, as the Depositor (or the Depositor’s Authorized Agent, or, following the death of the Depositor, the Beneficiary) may give under the terms of the Custodial Account, including purchase and sale orders, (ii) direct the Custodian to perform certain non-monetary transactions on the Depositor’s (or following the death of the Depositor, the Beneficiary’s) behalf, as permitted by the Custodian, and (iii) perform such other duties and responsibilities as set forth under this Agreement, as amended from time to time. The duties and responsibilities conveyed on the Broker through this Agreement shall be accepted by the Broker upon the earlier of the following: (i) the Broker’s written acceptance of such duties and responsibilities, as demonstrated by the Broker’s signature on the Depositor’s Application (or on another signed form acceptable to and filed with the Custodian), (ii) the delivery by the Broker of an instruction, direction, or inquiry to the Custodian with respect to a Depositor’s Custodial Account, or (iii) the Broker’s receipt of compensation as a result of Investment Company Shares, or, if permitted by the Custodian, Other Funding Vehicles, maintained in a Custodial Account. The Depositor (or, following the death of the Depositor, the Beneficiary) understands that the duties and responsibilities imposed on the Broker through this Agreement may be transferred to another broker, financial advisor, or investment professional with appropriate direction and representation from such other broker, financial advisor, or investment professional in a manner acceptable to and filed with the Custodian, including representation from the new broker, financial advisor, or investment professional that it has obtained the Depositor’s (or, following the death of the Depositor, the Beneficiary’s) affirmative consent for the transfer, or appointment by the Depositor directly of the new Broker.
Appointment of Financial Advisor. In addition to and not by way of restricting the general investment powers of the Trustee, within 90 days of the date of this Agreement, the Trustee shall retain and engage a Financial Advisor and enter into a Financial Advisor Service Agreement on terms that are consistent with the terms of this Agreement. The Financial Advisor shall review the terms of this Agreement and shall agree in writing to be bound by the terms of this Agreement as amended from time to time. With the assistance of the Financial Advisor, the Trustee shall develop and amend from time to time an Investment Policy setting out the policy, objectives and framework for the investment of Trust Property. The Trustee shall direct the Financial Advisor to deliver, at least once every calendar year, or more often if the Trustee deems it necessary, a written report to the Trustee rating and reporting on the quality of the Investment Manager’s performance.
Appointment of Financial Advisor. The Company has appointed ZICO Capital as its financial adviser to advise on the Proposed Acquisition.
Appointment of Financial Advisor. The Lenders, upon the request of any Lender, shall have the right to appoint a single financial advisor at the sole expense of the Borrower, which financial advisor shall be chosen by the Lenders, in consultation with the Borrower (provided that the choice of financial advisor remains at the Lenders’ sole discretion), to review, amongst other things, the Plan and the reasonability of the Plan to make the mandatory repayments under Section 6.1(f) and identify possible alternative payment plans.
Appointment of Financial Advisor. This Agreement confirms our understanding that Proxim Corporation, a Delaware corporation (the “Company”), hereby appoints East Peak Advisors L.L.C. as its financial advisor (the “Advisor”) in connection with the proposed sale (the “Offering”) of up to $10.0 million of shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Shares”), and any warrants issued in connection therewith (the “Warrants”) pursuant to an effective Registration Statement on Form S-3, File No. 333-119975 (as amended or supplemented, the “Registration Statement”), including any Prospectus Supplement(s) (and related final base Prospectus) (the Prospectus and any Prospectus Supplements collectively referred to as the “Prospectus Supplement”) relating to the Offering. On the basis of the representations and warranties contained herein, but subject to the terms and conditions set forth herein, the Advisor agrees to use its reasonable efforts to solicit and receive offers, but not act as an underwriter, to purchase the Shares. The Advisor will render whatever services are mutually agreeable in connection with the Offering. In particular, the Advisor agrees to:
Appointment of Financial Advisor. At the request of each Class B Dragged Party and Class C Dragged Party, as the case may be, within 10 days following delivery of an H Pre-Drag Notice, the Capital Shareholders and Dongguan Huarong BVI shall (together with, at the election of the Capital Shareholders, any other Person participating in the same sale contemplated under this Section 5.11) jointly appoint an investment bank or financial advisory firm of international reputation to act as a financial advisor for, and as coordinator of, a sale under this Section 5.11, which investment bank or advisory firm shall be Xxxxxx Xxxxxxx, Xxxxxxx Xxxxx & Co., XX Xxxxxx Chase, Credit Suisse (or any such successor to any of the foregoing) or such other investment bank or financial advisory firm of international reputation acceptable to Dongguan Huarong BVI and the Capital Shareholders. If Dongguan Huarong BVI requests the appointment of an investment bank or financial advisor pursuant to this Section 5.11(e), such investment bank or financial advisor shall determine a minimum fair market price per share and other important terms and conditions for the sale of the Ordinary Shares Equivalents to be sold pursuant to this Section 5.11 taking into account, among other considerations, the condition of the Company and the Subsidiaries and their businesses at the time of such sale and that less than a 100% interest in the Company will be sold to a purchaser pursuant to this Section 5.11 (the “Fair Sale Terms”). The Capital Shareholders agree not to require the participation of Dongguan Huarong BVI under this Section 5.11 on terms and conditions less favorable than the Fair Sale Terms.
Appointment of Financial Advisor. 327. The ACI Group also seeks an order approving the appointment of BMO Xxxxxxx Xxxxx Inc. ("BMO Capital Markets") as Canadian financial advisor, for the purpose of assisting the ABH Group in maximizing value for all constituents in the context of the present restructuring.
