Closing Date Shareholders definition
Examples of Closing Date Shareholders in a sentence
Prior to such Payment, Parent shall provide MTI (or such other persons as MTI designates to represent the interests of the Parent Closing Date Shareholders) (the "SHAREHOLDER REPRESENTATIVE") the calculation of the proposed Payment as calculated under the preceding sentence.
On the Escrow Release Date, an amount equal to the Escrow Funds, less the amount of any Escrow Liabilities remaining outstanding on that date ("NET DISTRIBUTABLE AMOUNT"), which amount shall be approved by a committee of directors of Parent who were not directors or officers of Parent immediately prior to the Effective Time (the "SPECIAL COMMITTEE"), shall be distributed as a Payment to the Payment Agent for the benefit of the Parent Closing Date Shareholders.
If the Shareholder Representative and the Special Committee reach such an agreement, such agreement shall be confirmed in writing and thereafter the Net Distributable Amount, as adjusted based on such agreement, shall be distributed to the Payment Agent for the benefit of the Parent Closing Date Shareholders, which payment shall thereafter be conclusively deemed to have been distributed in accordance with this Agreement.
Until the Closing Date, Shareholders will provide Acquirer and its agents with reasonable access to the files, books, records and offices of the Company, including, without limitation, any and all information relating to the Company taxes, commitments, contracts, leases, licenses, real, personal and intangible property and financial condition.
No later than the day preceding the Closing Date Shareholders shall (i) cause the Companies to distribute to the appropriate Shareholders the Excluded Assets and (ii) have contributed or sold, or caused the appropriate entities to have contributed or sold, the Related Land to such of the Companies as Buyer shall designate pursuant to documentation (including general warranty deeds) in form and substance satisfactory to Buyer.
Parent Closing Date Shareholders shall be deemed to be intended third party beneficiaries of this Section 1.
Until the Closing Date, Shareholders will have reasonable access to Acquirer's management and officers and material information regarding Acquirer, including without limitation, material information relating to Acquirer's business and financial condition.
The Accounting Expert's resolution of the matters in dispute, including any adjustments to the Net Distributable Amount made by the Accounting Expert, shall be final and binding on Parent, the Shareholder Representative and the Parent Closing Date Shareholders and the Net Distributable Amount (as adjusted by such Accounting Expert) shall be distributed to the Payment Agent for the benefit of the Parent Closing Date Shareholders.
Within thirty (30) days after the Closing Date, Shareholders shall deliver to Buyer a schedule which sets forth the Company's actual Indebtedness as of the Closing Date, prepared in accordance with GAAP (the "Final Indebtedness Schedule").
On and after the Closing Date, Shareholders and OneSource shall execute and deliver all such deeds, bills of sale, assignments, and other instruments and shall take or cause to be taken such further or other actions as any party may reasonably request from time to time in order to effectuate the transactions provided for herein.