Examples of Company Equityholders in a sentence
Prior to the Effective Time, Parent shall appoint U.S. Bank National Association (the “ Paying Agent”) to act as paying agent in connection with the consideration to be paid to the Company Equityholders pursuant to a paying agent agreement among Parent, Representative and Paying Agent in reasonable form and substance (the “Paying Agent Agreement”).
The Paying Agent’s fees and expenses shall be borne equally by Parent and Company Equityholders.
Company shall deliver to Parent, at least three (3) Business Days prior to the Closing Date, a distribution schedule (the “ Distribution Schedule”), setting forth Company’s calculation of how the Aggregate Merger Consideration shall be allocated among the Company Equityholders, in addition to an electronic copy thereof in Microsoft Excel format.
The adoption of this Agreement and the approval of the Merger by the Company Equityholders shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including the indemnification obligations, placement of the Escrow Amount in escrow and the appointment of the Representative and establishment of the Representative Reserve.
At such times and subject to the terms and conditions set forth in Annex 1 hereto, as additional consideration for the Merger, and subject to the setoff rights of Parent Indemnitees pursuant to Article 7 hereof, after the Effective Time, Parent shall make the Earnout Payments to the Company Equityholders in accordance with each Company Equityholders’ Fully Diluted Ownership Percentage.