Securityholder Claim definition
Securityholder Claim means any Claim of any Person (including, without limitation, any current or former Securityholder or trustee, agent or intermediary) in respect of or in relation to the Securities, including, without limitation, all principal, Accrued Interest and any other amounts payable pursuant to the Securities, the Indenture and any agreement or instrument pursuant or ancillary thereto (including any security or pledge in respect thereof), and any claims or rights of any Person against any subsidiary under, pursuant to or in respect of any guarantee, indemnity or similar agreement in respect of the Securities and any security in respect thereof.
Securityholder Claim means any claims (including claims against any of Parent, the Company, the Surviving Company or their respective directors or officers) made, whether before or after the date hereof of before or after the Effective Time, by current (i.e., those as of the date of this Agreement or those who become such between the date of this Agreement and the Closing Date) or former direct or indirect holders of equity or debt securities of the Company or by any participant in the Management Carveout Plan of any kind or nature whatsoever (including, without limitation, all of the Securityholders), in their capacity as, or related to, their status as a current or former direct or indirect holder of equity or debt securities or participant in the Management Carveout Plan, or as an assignee or based upon any relationship or arrangements with any of the foregoing, and whether any such claim arises under a contract, instrument, agreement, understanding or otherwise (other than claims against Parent or Acquisition Sub for breach of this Agreement or any of the other agreements executed and delivered by Parent in connection herewith) and whether arising under law or under equity (other than claims for which the facts or circumstances giving rise to such claim first occur following Closing); provided however, Securityholder Claims do not include any claim for appraisal or dissenters’ rights with respect to the shares of capital stock under California law or any other applicable Law.
Examples of Securityholder Claim in a sentence
Notwithstanding anything in this Agreement to the contrary, the Company Holders shall have several, and not joint nor joint and several, liability under this ARTICLE IX; provided, however, that nothing in this Section 9.2(f) shall be deemed to limit or restrict the rights of the Indemnified Party to pursue the remedies of specific performance or other injunctive relief against any breaching Company Holder in connection with any Securityholder Claim, up to the Securityholder Cap.
Any Damages satisfied from the Escrow Fund in respect of a Securityholder Claim shall be satisfied first from the Escrow Fund and shall reduce the Pro Rata Portion of the Escrow Fund of the Company Holder who is the subject of the Securityholder Claim.