Examples of Company Stockholder Representative in a sentence
Notice or communications to or from any Company Stockholder Representative shall constitute notice to or from each of the Company Stockholders.
If the Company Stockholder Representative does not dispute the basis or amount of any Parent Claim within 30 days of receiving written notice thereof, Parent shall have the right promptly to recover indemnity as and to the extent provided herein.
An Indemnified Party wishing to assert a claim for indemnification under this Article VI that does not involve a third- party claim shall deliver to the Company Stockholder Representative a Claim Notice.
Notwithstanding anything to the contrary in this Section 6.2(a), the Company Stockholder Representative shall not be entitled to control, and the Buyer shall instead control, the defense of any action, suit, proceeding or claim with respect to Taxes of the Company or any of its Subsidiaries attributable to any period ending after the Closing Date.
Without limiting the generality of the foregoing, each of the Parties (other than the Company Stockholder Representative) shall promptly (and no later than five (5) business days) after the signing of this Agreement file any Antitrust Filings that it may be required to file, including any Notification and Report Forms with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Xxxx-Xxxxx-Xxxxxx Act.
Subject to applicable Legal Requirements, this Agreement may be amended by the Parties hereto at any time by execution of an instrument in writing signed on behalf of Purchaser, Merger Sub and the Company (and, as to any amendment adversely affecting the rights and obligations of the Company Stockholder Representative, the Company Stockholder Representative).
Purchaser and the Company Stockholder Representative shall negotiate in good faith to resolve any dispute arising under Section 1.13(c) for a period not to exceed 30 days (except by mutual agreement and which may be shortened by mutual agreement).
Not less than five (5) business days prior to the Closing Date, the Company shall prepare and deliver to Purchaser and the Company Stockholder Representative a statement ("Company Closing Statement") setting forth in reasonable detail the Company's pre-closing calculations of estimated Working Capital and the estimated Working Capital Deficit, if any, or estimated Working Capital Surplus, if any, as of the Closing Date.
Purchaser, Merger Sub, the Company and the Company Stockholder Representative have caused this Agreement and Plan of Merger to be executed by their respective duly authorized officers as of the date first written above.
A counterpart, duly executed by each of the Company Stockholder Representative and the Working Capital Escrow Agent, of the Working Capital Escrow Agreement.