Securityholder Agent definition

Securityholder Agent as defined in Section 12.5.

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Securityholder Agent has the meaning given to it in the forefront of this Agreement.

Securityholder Agent means as set forth in Section 8.2(h).

Examples of Securityholder Agent in a sentence

• No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services.

• Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the Escrow Fund.

• If the Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent.

• The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Securityholder Agent.

• Parent and the Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator.

• The notice from Parent to the Securityholder Agent shall set forth such material information with respect to the Third Party Claim as is then reasonably available to Parent.

• Parent and the Securityholder Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator, each of which arbitrators shall be independent and have at least ten years relevant experience.

• In the event that the Securityholder Agent has consented to any such settlement, the Securityholder Agent shall have no power or authority to object under any provision of this Article VII to the amount of any claim by Parent against the Escrow Fund with respect to such settlement.

• After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Securityholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

• Parent and the Securityholder Agent shall certify such fair market value in a certificate signed by both Parent and the Securityholder Agent, and shall deliver such certificate to the Escrow Agent.

More Definitions of Securityholder Agent

Securityholder Agent means Shareholder Representative Services LLC, a Colorado limited liability company, acting solely in its capacity as the representative and agent of the Selling Shareholders; “Share of Stamp Duty” means the Stamp Duty Percentage of the Estimated Aggregate Dutiable Consideration; “Shares” means any shares issued or to be issued in the share capital of the Company, and includes the Ordinary Shares and the Preferred Shares; “[*****]” has the meaning given in [*****]; “Specified Product” means [*****]; “Squeeze-Out Acquisition” has the meaning given in clause 10.1; “Stamp Duty Percentage” means an amount equal to one-half of the percentage rate of stamp duty payable on instruments effecting the transfer of shares pursuant to the Finance Act 2003, or any successor legislation thereof, as in effect on the Completion Date. “Subscription Agreement” has the meaning given in the Recitals; “Subsidiary” means the Dutch Subsidiary, the California Subsidiary and each other subsidiary or Subsidiary Undertaking of the Company from time to time; “Subsidiary Undertaking” shall be construed in accordance with sections 1161 and 1162 of the Act; “Tax” or “Taxation” means, whether or not directly or primarily chargeable against or attributable to the Company and regardless of whether the Company or any Subsidiary has, or may have, any right of reimbursement against any other person:(a) any form of tax, levy, impost, duty, contribution, customs and other import duties, liability and charge in the nature of taxation and all related withholdings or deductions of any kind (including, for the avoidance of doubt, any National Insurance Contributions and social security contribution liabilities and similar or corresponding obligations) wherever and whenever payable and shall further include any amount payable as a consequence of any claim, direction order or determination of any Taxation Authority; and(b) all fines, penalties, charges, costs and interest included in or relating to any of the above or to any obligation in respect of any of the above; “Tax Warranty” means a warranty in paragraph 9 of Schedule 8 (Warranties); “Taxation Authority” means any government, state or municipality or any local, state, federal or other fiscal, revenue, customs or excise authority, body or official competent to impose, administer, levy, assess or collect Tax;

Securityholder Agent means ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Ph.D., as agent and attorney-in-fact for each Securityholder, or any person selected by the Securityholders as a successor Securityholder Agent, to act on behalf of all Securityholders for purposes of this Agreement, including Section 3.05 and Article X.

Securityholder Agent has the meaning given to it in Section 7.3(g)(i).

Securityholder Agent has the meaning set forth in Section 4.5(h);