Examples of Carveout Plan in a sentence
Except as set forth in Section 3.2(b) of the Disclosure Schedule, the Company has not promised or otherwise indicated an intention (whether orally or in writing) to grant to any employee, consultant or contractor of the Company or any other Person any options or other Equity Interests (including rights to participate in the Management Carveout Plan or any other similar interests) in the Company.
Set forth on Schedule 3.5 is a list of Carveout Plan Participants and the Participating Units held by each of them as of the date of this Agreement.
The Board of the Company shall adopt an Employee Carveout Plan within seven (7) Business Days as of the Effective Time.
The Holders and Management Carveout Plan Participants shall severally, but not jointly, indemnify Holders’ Representative and hold Holders’ Representative harmless from and against all Holders’ Representative Expenses.
Parent, the Company, the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from that portion of any payments contemplated by this ARTICLE II or any other amount payable to a Holder or Management Carveout Plan Participant pursuant to this Agreement, and shall pay to the appropriate Taxing Authority such amounts that are required to be deducted and withheld with respect to the making of such payment under any Tax Law.
The Noteholders and the Management Carveout Plan Participants shall reimburse Parent in accordance with the provisions of ARTICLE XIII for any Pre-Closing Taxes due with respect to such Tax Returns, including as determined pursuant to Section 5.8.2(b).
A decision, act, consent or instruction of Holders’ Representative, including an amendment, extension or waiver of this Agreement pursuant to Section 9.4 or Section 9.5 shall constitute a decision of the Holders and Management Carveout Plan Participants and shall be final, binding and conclusive upon the Holders and Management Carveout Plan Participants.
The Company shall have delivered to Parent a Form W-9 (Request for Taxpayer Identification Number and Certification) or a Form W-8, as applicable, executed by each Noteholder and Management Carveout Plan Participant.
The Exchange Agent, Parent, Merger Sub, and the Surviving Corporation may rely upon any such decision, act, consent or instruction of Holders’ Representative as being the decision, act, consent or instruction of the Holders and Management Carveout Plan Participants.
Parent and the Surviving Corporation shall consider in good faith any changes to such Tax Returns that are reasonably requested by Holders’ Representative with respect to Taxes for which the Noteholders and Management Carveout Plan Participants would bear liability pursuant to this Agreement.