Examples of Post-Closing Payments in a sentence
If any Dissenting Shareholder shall have effectively withdrawn or lost the right to dissent with respect to any Ordinary Shares, such Ordinary Shares shall thereupon be treated as though such Ordinary Shares had been converted, as of the Effective Time, into the right to receive the applicable portion of the Aggregate Consideration and any Post-Closing Payments.
It is acknowledged that, in accordance with the terms of the Equity Plans, each holder of the Vested Company Options has a contractual right to receive a pro rata portion of the Aggregate Consideration and Post-Closing Payments as if the Vested Company Options had been exercised and Ordinary Shares had been issued, but in all cases less the aggregate exercise price that would have been payable in respect of such issuance.
Parent hereby guarantees the payment of the Post-Closing Payments.
Tax Matters 70 Section 24.1 Tax Returns Due Prior to Closing 70 Section 24.2 Tax Returns Due After the Closing 70 Section 24.3 Refunds 70 Section 24.4 Cooperation 71 Section 24.5 Further Assurances 71 Section 24.6 Transfer Taxes 71 Section 24.7 Notice of Tax Audits/Claims 71 Section 24.8 Tax Setoff 72 Section 24.9 Tax Treatment of Purchase and Sale 72 Section 24.10 Tax Treatment of Certain Post-Closing Payments 72 Article 25.
Seller acknowledges and agrees that, as of the date of issuance thereof, the Buyer Stock constituting the Post-Closing Payments will not be registered under the Securities Act or the securities Laws of any state and that such shares may be sold or otherwise disposed of only in one or more transactions registered under the Securities Act and, where applicable, such Laws, or as to which an exemption from the registration requirements of the Securities Act and, where applicable, such Laws, is available.