Ancillary Transaction Documents definition

Ancillary Transaction Documents means the Escrow Agreement, Escrowed Shares Escrow Agreement, Supplemental Escrow Agreement, Non- Competition Agreements and Registration Rights Agreement;"

Ancillary Transaction Documents means the Restrictive Covenant Agreements, the Registration Rights and Lock-Up Agreement, Distribution Participation Award Settlement Agreements, Transition Services Agreement, Deferred Cash Consideration Note, Intercreditor Agreement, Deferred Cash Consideration Mortgage, Parent Guaranty and any other document, instrument, filing or record contemplated hereby or thereby.

Ancillary Transaction Documents means the Escrow Agreement, Escrowed Shares Escrow Agreement, Supplemental Escrow Agreement, Non-Competition Agreements and Registration Rights Agreement;"

Examples of Ancillary Transaction Documents in a sentence

• Xxxxx acknowledges that none of the Sellers or any other person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding ELFS and the Company Business, in each case except as expressly set forth in this Agreement and the Ancillary Transaction Documents, and all other representations and warranties are expressly disclaimed by Sellers.

• This Agreement, including the Schedules and Exhibits hereto, the Ancillary Transaction Documents, and the other documents referred to herein and therein, constitute the entire agreement among the Parties and supersede any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof.

• In connection with our representation of the Shareholders, we have assisted the Shareholders in connection with the preparation, execution and delivery of the Transaction Document and the Ancillary Transaction Documents and are familiar with the certain steps taken 155 by the Shareholders in connection therewith.

• Except for the representations and warranties contained in this Article V, as qualified by the disclosure schedules, in the certificates delivered at Closing and any representations and warranties in the Ancillary Transaction Documents, (A) no Stockholder makes any express or implied representations or warranties, and (B) each Stockholder hereby disclaims any such representation or warranty with respect to the execution and delivery of this Agreement and the consummation of the Acquisition.

• The adoption of this Agreement and the approval of the Merger by the Requisite Shareholder Approvals shall constitute approval by the Company Equityholders of the Ancillary Transaction Documents (including the Escrow Agreement) and of all of the arrangements relating thereto (including, among other things, the placement of the Indemnity Escrow Amount and the Adjustment Escrow Amount in escrow).

• Notwithstanding the foregoing, the limitations on liability in this Section 9.2 shall not (A) apply to any Loss arising out of Section 9.2(a) in respect of Sections 6.1, 6.2 or 6.7, Section 9.2(b) through (f), or any fraudulent act committed by Buyer in connection with the transactions contemplated by this Agreement; or (B) operate as or be construed as limitations on Buyer’s obligation to pay the Purchase Price or liability under any of the Ancillary Transaction Documents.

• If such Stockholder is not an individual, the execution, delivery of, and performance of its obligations under this Agreement by such Stockholder and the Ancillary Transaction Documents to which such Stockholder is a party and the consummation by such Stockholder of the Acquisition have been duly authorized by all necessary limited liability company, corporate and other actions.

• Xxxxx acknowledges that, except for the representations and warranties contained in this Agreement and the Ancillary Transaction Documents, none of ELFS, or any Seller hereby makes any other express or implied representation or warranty hereunder with respect to ELFS or the transaction.

• Each of Parent, Purchaser, Merger Sub 1 and Merger Sub 2 has the requisite power and authority to execute and deliver this Agreement and the Ancillary Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder.

• The execution and delivery by each of Parent, Purchaser, Merger Sub 1 and Merger Sub 2 of this Agreement and each Ancillary Transaction Document to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action, and no other proceedings, approvals, or votes are necessary to authorize this Agreement or the Ancillary Transaction Documents or to consummate the Acquisition.

More Definitions of Ancillary Transaction Documents

Ancillary Transaction Documents means the Letters of Transmittal, the Escrow Agreement and the Payments Agreement.

Ancillary Transaction Documents has the meaning specified in Schedule A.

Ancillary Transaction Documents means (a) the Beneficiary Letters (b) the Purchase of Minority Interest Documentation; (c) the Collotype Labels International RSA Share Subscription; (d) the Completion Shares Allocation Certificate; (e) the Confirmation Statement; (f) the Intercompany Loan; (g) the Divestiture Plan; (h) the MD Divestiture Plan;