GCI Wireless definition
Examples of GCI Wireless in a sentence
ACS and ACS Wireless shall have received a certificate signed by authorized officers of GCI and GCI Wireless to the effect of the preceding sentence.
GCI and GCI Wireless shall have received a certificate signed by authorized officers of ACS and ACS Wireless to the effect of the preceding sentence.
This ASSET PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”) is dated as of June 4, 2012, by and among Alaska Communications Systems Group, Inc., a Delaware corporation (“ACS”), ACS Wireless, Inc., an Alaska corporation (“ACS Member”), General Communication, Inc., an Alaska corporation (“GCI”), GCI Wireless Holdings, LLC, an Alaska limited liability company (the “GCI Member”) and The Alaska Wireless Network, LLC, a Delaware limited liability company (the “Company”).
No FCC Licenses or ETC Designations relating to the GCI Wireless Activities shall have been revoked, canceled, expired without renewal or suspended and no Proceeding shall be pending the effect of which is reasonably likely to be to revoke, cancel, fail to renew, or suspend any FCC Licenses or ETC Designations relating to the GCI Wireless Activities.
All software and hardware used in the ACS Wireless Activities or the GCI Wireless Activities, as applicable, and included in the Contributed Assets is currently supported by the vendor of such software or hardware.
The revenues and expenses of the ACS Wireless Activities or the GCI Wireless Activities, as applicable, for the year ended December 31, 2011, set forth on Schedule 4.12 fairly present the revenues and expenses of the ACS Wireless Activities or the GCI Wireless Activities, as applicable, for such period.
Prior to Closing (but following the expiration of the notice periods under the HSR Act or other Antitrust Laws with respect to the Transactions), the Company shall, to the extent commercially reasonable, prepare to implement and integrate the billing plans used in the GCI Wireless Activities and ACS Wireless Activities prior to the Closing into the billing system that will be used by the Company following the Closing.
The Ancillary Agreements shall have been duly executed and delivered by GCI, GCI Wireless and the other parties thereto, as applicable (other than ACS, ACS Wireless or any of their Affiliates), and each Ancillary Agreement shall constitute the legal, valid, and binding obligation of each of such parties, enforceable against it in accordance with its terms, except to the extent such enforceability may be limited by the Enforceability Exceptions.
No Bankruptcy Event shall have occurred and be continuing with respect to GCI or GCI Wireless.
Unless GCI shall have obtained the prior written consent of ACS, between the date hereof and the Closing Date, each of GCI, GCI Wireless and GCI Parent shall not, and shall cause their respective Affiliates not to, offer Wireless subscribers or customers marketing promotions, or solicit prospective Wireless subscribers or customers through the use of marketing promotions, in each case, that would specifically target ACS Subscribers.