Examples of Company Preferred Shareholders in a sentence
Twenty-five percent (25%) of the Closing Merger Shares shall be held in escrow (the "Escrow Shares") pursuant to the Indemnity Escrow Agreement, and seventy-five percent (75%) of the Closing Merger Shares shall be issued to the Company Preferred Shareholders and holders of Company Shareholder Notes at the Closing.
The Company will promptly disseminate to the Company Preferred Shareholders copies of SEC filings and other disclosure documents provided by the Purchaser, which shall be reasonably acceptable to the Company.
Notices or communications to or from the Shareholders’ Agent shall constitute notice to or from each of the Company Preferred Shareholders and the Principal Shareholders.
The provisions of this Article II do not apply to the Company Preferred Shareholders, the Company Common Shareholders (other than Apollo) or the Founders, except with respect to the right of the Founders to identify Founder Replacement Directors pursuant to Section 2.2.
If the Shareholders’ Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of Company Preferred Shareholders and the Principal Shareholders, then Company Preferred Shareholders and the Principal Shareholders shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Acquiror of the identity of such successor.
Except with respect to cases involving willful misconduct or fraud as set forth above in Section 9.1, the indemnification obligations of the Company Preferred Shareholders and the Principal Shareholders pursuant to this Article 9 shall be limited to the amount and assets deposited and present in the Escrow Fund and the sole recourse of Acquiror and Merger Sub shall be to make claims against the Escrow Fund in accordance with the terms of this Agreement and the Escrow Agreement.
Any Section 7.1 Indemnification Claim shall reduce each Company Preferred Shareholder's and each holder of Company Shareholder Notes' entitlement to Escrow Shares (or proceeds therefrom) on a pro rata basis in accordance with the allocation ratios of the Company Preferred Shareholders and holders of Company Shareholder Notes to be set forth on Schedule 7.5.
In the event that the Shareholders’ Agent has consented to any such settlement, the Shareholders’ Agent shall have no power or authority to object to the amount of any claim by Acquiror against the Company Preferred Shareholders and Principal Shareholders for indemnity with respect to such settlement, unless such claim is in an amount in excess of any amount consented to by the Shareholders’ Agent.
In the event Acquiror becomes aware of a third-party claim which Acquiror believes may result in a demand against the Company Preferred Shareholders and Principal Shareholders, Acquiror shall notify the Shareholders’ Agent of such claim, and the Shareholders’ Agent and the Company Preferred Shareholders and Principal Shareholders shall be entitled, at their expense, to participate in any defense of such claim.
The Company Preferred Shareholders may exercise the Series E Purchase Right by providing written notice of such exercise to Parent within five (5) days after the Closing Date.