Additional Indemnitors. Each of the ▇▇▇▇▇▇▇▇▇▇▇ Indemnitors agrees that it will not cause or permit the Estate to transfer, whether in one transfer or a number of transfers to a single transferee or a group of related transferees, any substantial amount of the property of the Estate, including, without limitation, (i) any shares of common stock of Amscan (the transfer of which is prohibited by the terms and conditions of the Voting Agreement prior to the Merger and thereafter will be subject to certain restrictions), (ii) any Merger Consideration (as defined in the Merger Agreement) received pursuant to the Merger (as defined in the Merger Agreement) and (iii) any direct or indirect proceeds of any of the foregoing or of any subsequent reinvestment thereof, unless, in each case, the transferee thereof agrees in writing for the benefit of Amscan to be jointly and severally liable with the ▇▇▇▇▇▇▇▇▇▇▇ Indemnitors pursuant to this Indemnification Agreement. Each of the ▇▇▇▇▇▇▇▇▇▇▇ Indemnitors agrees not to take any action (including any transfers of assets) which has the effect of frustrating or otherwise significantly diminishing any of the respective rights of, or protections afforded hereunder to, the parties to this Indemnification Agreement.
Appears in 2 contracts
Sources: Voting Agreement (Amscan Holdings Inc), Voting Agreement (Confetti Acquisition Inc)