Company Stakeholders definition
Examples of Company Stakeholders in a sentence
In addition, the Milestone Consideration allocable to the recipients of the Stakeholder Closing Consideration (as defined herein) (the "Variable Company Stakeholders") shall be delivered on the Milestone Date pursuant to Section 1.13 below.
No claim may be made by Parent, Merger Sub or the Surviving Corporation with respect to any Parent Damages in accordance with this Section 8.1(a) or otherwise unless notice thereof is delivered to each of the Identified Company Stakeholders on or prior to the termination of the representation, warranty, covenant or agreement under which such claim is made.
Nothing in this Section 8.1(b) shall be construed to limit the amount of Parent Damages for which the Identified Company Stakeholders are liable under this Section 8.1 to less than $8,950,000 (which includes the Deductible Amount).
As soon as practicable following the date hereof, Acquiror shall enter into a Registration Rights Agreement, which shall be in a form reasonably acceptable to Acquiror and the Company (the “Registration Rights Agreement”), with Sponsor and the Key Company Stakeholders party thereto, covering the securities mutually agreed-to by the Company and Acquiror.
Parent shall pay, or shall cause the Paying Agent or Surviving Corporation to pay, the applicable Earn-out Payment that is due and payable, if any, to the Company Stakeholders in accordance with Sections 1.6, 1.8 and 1.9, within five (5) Business Days of the date on which such Earn-out Payment is deemed final and binding on the parties in accordance with this Section 1.13.
The Company Stakeholders will not receive any interest on the Expense Fund Distribution Amount and assign to the Securityholders’ Representative any such interest.
The Company Stakeholders shall discharge their obligation to indemnify the Indemnified Party against any Tax Loss that results from the resolution of any such Tax Contest by (i) if the Indemnity Holdback has not been fully exhausted or disbursed, allowing Parent to deduct from the Indemnity Holdback the amount of such Tax Loss and (ii) to the extent the Indemnity Holdback has been exhausted or disbursed, paying to the applicable Indemnified Party an amount equal to the remaining amount of such Tax Loss.
The fees, expenses and costs of the Independent Accounting Firm shall be allocated by the Independent Accounting Firm between Parent, on the one hand, and the Company Stakeholders (which shall be paid by the Company and taken into account as reduction in Closing Book Value), on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party.
Parent will, and will cause the Surviving Corporation or any of its Affiliates to, take all commercially reasonable actions to obtain such refunds and credits, and shall pay over to the Company Stakeholders any such refund or the amount of any such credit (net of any income Taxes of the Company, Parent or any of its Subsidiaries attributable to such refund or credit) within ten (10) Business Days after receipt.
Parent, the Company, Merger Sub and each of the Variable Company Stakeholders undertake to instruct the Escrow Agent in writing with respect to the Escrow Agent's responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting in connection with its acting as Escrow Agent under this Agreement.