Examples of New DHC in a sentence
ANPP and New DHC agree to provide the Escrow Agent with and consent to the Escrow Agent obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by the Escrow Agent.
Notwithstanding anything herein to the contrary, in the case of any third party claim, investigation, action, suit or proceeding against DHC, New DHC or any of their respective Subsidiaries, DHC, New DHC or such Subsidiary, as 45 applicable, will be entitled to exercise full control of the defense, compromise or settlement thereof.
Accordingly, ANPP and New DHC acknowledge that Section 326 of the USA PATRIOT Act and the Escrow Agent’s identity verification procedures require the Escrow Agent to obtain information which may be used to confirm the ANPP and New DHC’s identity including without limitation name, address and organizational documents (“identifying information”).
The fair market value of New DHC for purposes of the immediately preceding sentence, will be determined after giving effect to, among other considerations and effects, the stock price of shares of New DHC Common Stock, the equity value of New DHC, any amounts recovered by New DHC under insurance policies or indemnities from third parties or from the Spin-Off Company pursuant to the Reorganization Agreement or the Tax Sharing Agreement, and any Tax effects relating to or resulting from the Loss.
Any such fees and expenses incurred on and after the date hereof will be paid by New DHC.
New DHC and ANPP will take all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable law, and execute and deliver such documents and other papers, as may be reasonably required to (including executing any stock transfer documents) to effectuate the release of any ANPP Escrow Shares pursuant to this Section 6.
Upon prior written notice to each of ANPP and New DHC, the Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of this Agreement.
In the event of the resignation or termination of the Escrow Agent, ANPP and New DHC will appoint a successor before the effective date thereof and will give written notice to the Escrow Agent then serving of such appointment.
The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving notice in writing of such resignation to ANPP and New DHC not less than thirty (30) calendar days prior to the effective date thereof, specifying the date upon which such resignation will take effect.
DHC will use its reasonable best efforts to cause the shares of New DHC Common Stock issuable in the Merger (including the shares of New DHC Common Stock reserved for issuance with respect to Rollover SARs and the Converted Options) to be eligible for listing on the Nasdaq Global Select Market prior to the Effective Time of the Merger.