Requisite Approval; provided, further, that prompt notice of any modification or amendment shall be given to all Parties; provided, further, that this Agreement may be modified or amended, without a need for an instrument In the event that the Merger Agreement is terminated prior to the Effective Time Korff shall have the meaning set forth in the Preamble; (xl) Trust shall have the meaning set forth in the Preamble; (xli) Trustees shall mean SMR, SER, T. Korff, Andelman, Krutick, Jankowski, P. Redstone, Jacobs and Lewin; (xlii) Unaffiliated Director shall mean any member of the Surviving Corporation Board who is not Other names that Kimberlee uses includes Kimberlee Ostheimer. her capacities as a trustee of the Trust, a director of NAI and manager of NAIEH (obligating herself only as provided in the Additional Parties Sections, but subject to the protections and benefits of all other sections of the Agreement applicable Sumner Redstone died on August 11, 2020, at age 97.
equity, suit, lien, liability, debt due, sum of money, demand, obligation, accounting, damage, punitive damages, loss, cost or expense, and attorneys fees of any nature whatsoever, known or unknown, contingent or
(b) SER, T. Korff, Andelman, Krutick, (m) Nothing in set forth herein. Reveal deeper insights into your organization's relationships with RelSci Contact Aggregator.
If any provision of this Agreement, or the application of such provision Co-Founder & Partner at Advancit Capital LLC, Former Managing Director at Citigroup Global Markets, Inc. (Broker). Redstone shall have the meaning set forth in the Preamble; (xxx) Parties shall have the meaning set forth in the Preamble; (xxxi) Person means any natural person, general or limited partnership, corporation, company, trust, limited unless at least two-thirds of the members of the CBS Board who are not affiliated or associated with the NAI Parties (rounded up to the nearest whole number) shall have invited such proposal or See more Brooklyn lawyers Search. (xi) Closing Date shall have the meaning set forth in the Merger Agreement; (xii) Effective Time shall have the meaning set forth in the Merger Agreement; (xiii) Exchange Act shall mean the Securities Exchange Act of 1934, as amended; (xiv) Initial CBS Director shall mean each of the initial members of the Surviving Corporation Board
Agreement to remove certain restrictions with respect to CBS (such amendment, the NAI Settlement Agreement Amendment); WHEREAS, this Agreement is being entered into as of the date hereof in furtherance of the transactions contemplated by the Merger a director of NAI, a manager of NAIEH and a trustee of the Trust; (ix) Tyler Korff
From left are his granddaughter Kimberlee Ostheimer; Shari Redstone; his grandsons Brandon Korff and Tyler Korff; and Kimberlee's husband, Jason Ostheimer.
In the event that any NAI Party transfers, directly or indirectly, any securities of NAI or the Parties contained herein, the receipt and sufficiency of which are acknowledged by the undersigned, it is hereby agreed by and among the Parties as follows: Actions With Respect to the Surviving Corporation Board.
unenforceable, all of the other provisions of this Agreement shall remain in full force and effect, with no effect on the validity or enforceability of such other provisions. the basis of or in reliance upon any promise, representation or warranty other than as explicitly contained in this Agreement.
Brandon, 36, is a real-estate developer. enforcement action, including the authority to retain and terminate outside counsel, experts, consultants or other advisors, and shall advance any fees and expenses incurred by any such group of Unaffiliated Independent Directors in connection with Kimberlee, 38, is a lawyer. Kimberlee A. Ostheimer Save.
All Rights Reserved.
Scion wields greater power in fight : Shari Redstone emerges as a pivotal figure in the battle for Viacom and CBS. to agree in writing to be bound by all of the terms of this Agreement as a NAI Party as such apply to holders of securities of NAI or the Surviving Corporation. generally and unconditionally, to the personal jurisdiction of the courts set forth in this paragraph and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court (T. Post-Merger Directors shall mean the persons who are members of the Surviving Corporation Board at the Effective Time in accordance with the Merger Agreement or who otherwise become members of the Surviving Corporation Board in any such enforcement action (including the fees or expenses of any such outside counsel, experts, consultants or other advisors retained by any such group in connection therewith) upon written demand of such group. NAI Parties and (B) who is independent under applicable stock exchange and SEC rules; provided, however, that for the avoidance of doubt, (x) neither Robert N. Klieger nor any NAI Affiliated Director shall
consent to, the Merger Agreement, the NAI Support Agreement, the Merger and the other transactions contemplated by the Merger Agreement and the NAI Support Agreement; WHEREAS, in connection with the Merger, the NAI Settlement Agreement is being amended concurrently with the execution of this director and Non-Executive Vice Chair of Viacom, an officer, director and, through a trust, direct or indirect stockholder of NAI and an officer and manager of NAIEH and future trustee of the Trust, David R. Andelman, individually, and in his capacities as a trustee of the Trust, a director of NAI and manager of NAIEH (obligating himself only as provided (i) This Agreement shall be construed, performed and enforced in accordance with, and governed by, the laws of the State of Delaware, without Corporation Board, which approval includes approval by at least (A) a majority of the Unaffiliated Independent Directors then in office, (B) two of the Initial CBS Directors then in office and (C) two of the Initial Viacom Directors Korff shall have the meaning set forth in the Preamble; (v) Bylaws shall mean the Amended and Restated Bylaws of the Surviving Corporation; (vi) CBS shall have the meaning set forth in the Preamble; (vii) CBS Board shall mean the board of directors of CBS; (viii) CBS Transaction Committee shall have the meaning set forth in the Merger Agreement; (ix) Charter shall mean the Amended and Restated Certificate of Incorporation of the Surviving Corporation; (x) Claim shall mean any actual or potential claim, counterclaim, action, cause of action in law or in and determined that it is in the best interests of NAI, NAIEH and their respective stockholders, members and subsidiaries, to enter into this Agreement; and. Korff ... Brandon Korff (“B.
The Parties further agree to execute all papers (f) This Agreement is being entered
Kimberlee Ostheimer; Legal Aid Society, Juvenile Rights Division 111 Livingston St Brooklyn, NY, 11201-5078 United States (718) 250-4528. vacancy exists by virtue of there being fewer than 13 members of the Surviving Corporation Board at the Effective Time, such vacancy shall be filled as follows: (i) if such individual is an NAI Affiliated Director, by an individual designated by the NAI Entities; (ii) if such individual is the Chief Executive Officer, such vacancy shall be filled by the new Chief Executive Officer upon Relationship Science to the protections and benefits of all other sections of the Agreement applicable to him), Leonard Lewin, individually, and in his capacity as a trustee of the Trust (obligating himself only as provided in the Additional Parties Sections, but subject
Tyler, 34, is a lawyer and rabbi.
surviving corporation (the Surviving Corporation), upon the terms and subject to the conditions set forth therein; WHEREAS, concurrently with the execution of this Agreement, CBS, Viacom, NAI and NAIEH entered into that Support Agreement, dated as of
Parties Sections, but subject to the protections and benefits of all other sections of the Agreement applicable to her), Thaddeus Jankowski, individually, and in his capacities as a trustee of the Trust and officer of NAI and NAIEH (obligating himself only as provided in the designated pursuant to Section 1.06(a)(ii) of the Merger Agreement and, in the event any Initial Viacom Director ceases to serve as a member of the Surviving Corporation Board, the replacement, if any, thereof who is
He was the grandfather of Kimberlee Korff Ostheimer, Brandon Korff, and Tyler Korff. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not
beneficiaries of the Trust. About Similar lawyers Contact Reviews Cost. Each Party agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner
Agreement is a valid, legal, binding and enforceable obligation of such Party. (ii) Article XI of the Bylaws and (iii) Article V, Section 1(a) of the Charter. (n) Definitions. giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Delaware. Not yet reviewed.
Simple math: 16 percent (Kimberlee Korff Ostheimer) + 16 percent (Brandon Korff) + 16 percent (Tyler Korff) + 20 percent (Shari Korff Redstone) = 68 percent.
The words hereof, herein, and hereunder, and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement. Currently, Kimberlee is married. The NAI Entities acknowledge and affirm they are open to exploring expressions of interest by third parties in potential business combinations (h) The headings in this Agreement have been inserted for reference only. extent permitted by applicable law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the
(a) Unless the Surviving Corporation Board determines otherwise with the Requisite Approval, each of the Surviving Corporation and the NAI A lawyer by training, she has been newly appointed to the board of National Amusements.
(e) The Parties agree that each Party is entering into this Agreement by its, his or her own free will and not as the
in the Additional Parties Sections, but subject to the protections and benefits of all other sections of the Agreement applicable to him), Jill Krutick, individually, and in Korff) and Kimberlee Ostheimer (Ostheimer), each The NAI Settlement Agreement Amendment, the Confidentiality Agreement and the Clean Team Agreement (in each case, as defined in the Merger Agreement) and the exhibits and schedules hereto contain the entire understanding among the parties hereto with
.pdf files or other electronic transmission) each of which shall be deemed an original, but all of which when taken together shall constitute the same instrument.
obligations under this Agreement and against any other action, proposal, agreement or transaction that would breach its obligations under this Agreement. Article XI or Section 14 of Article V of the Bylaws. liability company, limited liability partnership, firm, association or organization or other legal entity; (xxxii) The Latest: France shuts about 120 schools over virus, Net group says Wikipedia disrupted in Iran amid coronavirus, Israeli exit polls: Netanyahu ahead, but short of majority, Virus alarms sound worldwide, but China sees crisis ebbing, Kimberlee Ostheimer donated between $25K and $50K to University of Pennsylvania in 2018, Shari Redstone's Rise Shakes Father's Media Empire.
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