Company Equity Securityholders definition
Examples of Company Equity Securityholders in a sentence
Immediately prior to the Effective Time, Parent shall deposit, for the benefit of the Company Equity Securityholders, $250,000 (such amount, the “Securityholders’ Representative Fund”) in immediately available funds into an account designated in writing by the Securityholders’ Representative and such amount shall be used by the Securityholders’ Representative solely to pay any fees, costs or other expenses it may incur in performing its duties or exercising its rights hereunder.
The Securityholders’ Representative Fund shall be retained in whole or in part by the Securityholders’ Representative for such time as the Securityholders’ Representative shall determine in its sole discretion, at which time the Securityholders’ Representative shall promptly distribute to the Company Equity Securityholders their Pro Rata Portion of any then remaining amount of the Securityholders’ Representative Fund.
Any portion of the Exchange Fund remaining unclaimed by the applicable Company Equity Securityholders as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity shall, to the extent permitted by applicable law, become the property of QTI Holdings free and clear of any claims or interest of any person previously entitled thereto.
The Securityholders’ Representative may receive reimbursement directly from the Company Equity Securityholders for such losses, liabilities or expenses; provided, that the Securityholders’ Representative Fund deposited by Parent pursuant to Section 3.13 shall be used in full by the Securityholders’ Representative before the Securityholders’ Representative requests any such reimbursement.
The Securityholders’ Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts that it reasonably determines to be experienced in the matter at issue, and will not be liable to any of the Parties hereto or to the Company Equity Securityholders for any action taken or omitted to be taken in good faith based on such advice.
The Merger Consideration Earnout Shares shall be allocated among the Company Equity Securityholders in accordance with this Section 3.07.
The Merger Consideration Earnout Shares that are to be released from the Exchange Fund and distributed to the Company Equity Securityholders shall be distributed to such Company Equity Securityholders in accordance with their respective Pro Rata Shares.
In addition, the Person then serving as the Securityholders’ Representative may be replaced from time to time by the holders of a majority in interest of the Company Equity Securityholders (based on the number of Company Common Shares on a Fully Diluted Basis held by them) upon not less than ten (10) days’ prior written notice to Parent, the Escrow Agent, the Paying Agent and each Company Equity Securityholder.
If the then acting Securityholders’ Representative shall give notice of intent to resign, the holders of a majority in interest of the Company Equity Securityholders (based on the number of Company Common Shares on a Fully Diluted Basis held by them) shall, by written notice to Parent and the Escrow Agent, appoint a successor Securityholders’ Representative as soon as practicable, and in no event later than thirty (30) days following such notice of intent to resign.
Except for the shares of Company Common Stock held by the Company Equity Securityholders set forth on Schedule 4.03(a), no other shares or other equity or voting interest of the Company are authorized or issued and outstanding, and no options, warrants or other rights to acquire any shares or other equity or voting interest, of the Company though authorized and reserved are issued and outstanding.