Former Securityholders definition
Examples of Former Securityholders in a sentence
No fractional Purchaser Shares or Spinco Shares shall be issued to Former Securityholders in connection with this Plan of Arrangement.
Any such election, in the case of Participating Former Securityholders electing to receive the Cash Consideration or the Purchaser Share Consideration, shall be subject to the pro-ration limitations in Section 3.02(m) and Section 3.02(n), as applicable.
Upon achievement of the ** Milestone, as additional consideration under this Agreement, Parent shall pay the Securityholder Representative, for further distribution to the Former Securityholders pursuant to Section 9.02, an amount equal to ** dollars ($**).
The right of the Former Securityholders to receive their respective Pro Rata Portions of the Contingent Payments shall not be evidenced by any form of certificate or instrument.
The Securityholder Representative shall be responsible for arranging payments to be made out of such account to the Former Securityholders pursuant to Section 9.02, based on the Allocation Schedule.
As promptly as reasonably practicable following the date hereof, the Company shall distribute to the Former Securityholders the Information Statement relating to the action of the Company stockholders, by written consent in lieu of a meeting, to adopt this Agreement.
The Information Statement shall be in a form reasonably acceptable to Parent and shall include the recommendation of the board of directors of the Company to the Former Securityholders in favor of adoption of this Agreement and approval of the Ancillary Agreements, the Merger and the other Transactions.
Proskauer Rose LLP shall not be precluded from or restricted from representing any Former Securityholder and/or the Securityholders’ Agent or otherwise acting as attorneys for Former Securityholders and/or the Securityholders’ Agent in any matter, including, but not limited to, any court proceeding or other matter related to the Transaction Documents, the Escrow Agreement or the transactions contemplated by this Agreement.
For the avoidance of doubt, such Post-Closing Adjustment Amount shall not constitute a part of the Indemnity Escrowed Cash and shall be paid out to the Former Securityholders together with the Indemnity Escrowed Cash that is not subject to a Reserve on the twelve (12) month anniversary of the Closing (or, if such day is not a business day, on the immediately following business day).
Notices or communications to or from the Securityholders’ Agent shall constitute notice to or from each of the Former Securityholders during the term of the agency.