Release by Equityholders Sample Clauses
The 'Release by Equityholders' clause serves to formally discharge equityholders from certain claims or liabilities related to their ownership or actions as shareholders. In practice, this clause typically applies when equityholders are exiting a company, such as during a merger, acquisition, or restructuring, and it ensures that they are not held responsible for past actions or obligations once the transaction is complete. Its core function is to provide legal certainty and finality for both the company and the departing equityholders, preventing future disputes or claims arising from their prior involvement.
Release by Equityholders. (a) Effective as of the Effective Time, upon execution of a Letter of Transmittal, each Equityholder, on behalf of himself, herself or itself and each of his, her or its past, present and future controlled Affiliates, parent(s) and subsidiary companies, representatives, and assigns (each, an “Equityholder Releasing Party” and, collectively, the “Equityholder Releasing Parties”) will absolutely, unconditionally and irrevocably release, acquit and forever discharge the Company and each of its respective past, present and future controlled Affiliates, parent(s) and subsidiary companies, joint ventures, predecessors, successors and assigns, and their respective past, present and future representatives, investors, equityholders, insurers and indemnitees, firms, corporations, limited liability companies, partnerships, trusts, associations, organizations, stockholders, members, managers, directors, officers, employees, partners, trustees, principals, consultants, contractors, family members, heirs, executors, administrators, predecessors, successors and assigns (collectively the “Released Parties”), of and from any and all manner of action or inaction, cause or causes of action, Actions, Encumbrances, contractual obligations, promises, liabilities or damages (whether for compensatory, special, incidental or punitive damages, equitable relief or otherwise) of any kind or nature whatsoever, past, present or future, at law, in equity or otherwise (including with respect to conduct which is negligent, grossly negligent, willful, intentional, with or without malice, or a breach of any duty, applicable Law or rule), whether known or unknown, whether fixed or contingent, whether concealed or hidden, whether disclosed or undisclosed, whether liquidated or unliquidated, whether foreseeable or unforeseeable, whether anticipated or unanticipated, whether suspected or unsuspected (“Claims”), which such Equityholder Releasing Parties, or any of them, ever have had or ever in the future may have against the Released Parties, or any of them, in each case, to the extent arising solely as a result of the ownership or purported ownership of any of Company Stock, Company Stock Options or other security or interest of the Company and which, in each case, are based on acts, events or omissions occurring prior to or contemporaneously with the Effective Time (the “Equityholder Released Claims”); provided, however, that the foregoing release shall not release, impair or diminish, and th...
Release by Equityholders. Effective as of the Closing, each of the Equityholders releases the Company, its successors and assigns, and its Affiliates, members, managers, directors, and officers from any claim, demand, lien, liability, debt, right, set-off, trespass, tort, wrong, covenant, action, suit, expense, damage, judgment, order and liability of whatever kind or nature, in law or in equity, under contract, in tort, by statute or otherwise, whether known or unknown, vested or contingent, suspected or unsuspected, and whether or not concealed or hidden, that were or could have been asserted in any suit, arbitration or mediation, in any jurisdiction, state, federal or otherwise, under any law, state, federal or otherwise, in each case arising out of or relating to, in whole or in part, Equityholder’s ownership of Company Units and status as a member of the Company.
Release by Equityholders. Effective upon the Closing, each Equityholder, for itself and its successors and assigns, hereby fully and unconditionally releases and forever discharges and holds harmless the Constituent Companies, Largus and their respective directors, officers, managers, employees, agents, Affiliates, successors and assigns from any and all claims, demands, losses, costs, expenses (including reasonable attorneys’ fees and expenses), obligations, Liabilities and/or damages of every kind and nature whatsoever, whether now existing, known or unknown, relating in any way, directly or indirectly, to the Constituent Companies, Largus this Agreement or the Contemplated Transactions, that such Equityholder in its capacity as such may now have or may hereafter claim to have against the Constituent Companies, Largus, or any such directors, officers, managers, employees, agents, Affiliates, successor or assigns; provided, however, that the foregoing release will not be effective with respect to (i) any obligations of Buyer to the Equityholders under this Agreement, including any efforts by the Equityholders to enforce their rights under this Agreement, and (ii) any rights of the Equityholders to indemnification or advancement thereof, compensation, expense reimbursement and any other rights or benefits pursuant to any existing agreements or arrangements for compensation and under any Plan and any of the Constituent Companies’ or Largus’ organizational documents including rights under organizational documents of the Constituent Companies, indemnity agreements or insurance policies entered into or pursuant to Section 6.2 herein other than (A) claims known as of the date of this Agreement for indemnification and expense reimbursement under the Constituent Companies’ organizational documents and (B) claims regarding disputes between or among the Equityholders and their Affiliates.