Examples of Consideration Recipients in a sentence
The Company and its Subsidiaries are indemnified under the Loon Mountain Acquisition Agreement by the Merger Consideration Recipients (as such term is defined in the Loon Mountain Acquisition Agreement) for certain liabilities in respect of taxes (and all related penalties and other amounts) of the Loon Mountain Subsidiary.
Following the termination of the Indemnification Holdback Period, Buyer shall deliver to the Stock Consideration Recipients the remaining portion of the Indemnification Holdback Shares, if any, not required to satisfy any claim of Losses, subject to the subsequent resolution of the matter in the manner provided in this Article 7 in the amounts directed by the Representative.
In the event the Company achieves any one of the targets set forth in Section 1.4(a)(i), Section 1.4(a)(ii), or Section 1.4(a)(iii), then Holdco shall issue to the Contribution Consideration Recipients in the aggregate Two Million (2,000,000) shares of Holdco Common Stock.
A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party.” For purposes of this Section 9.02(c), where the Indemnifying Party or the Indemnified Party are the Consideration Recipients, all notices shall be given to or made by the Stockholder Representatives.
It is acknowledged and understood that Buyer and Parent are relying on the written representations made by each of the Share Consideration Recipients in the Investor Representation Statements.
If the final net working capital of GAG, LLC is less than $6.0 million, the number of shares issuable to the Contribution Consideration Recipients will be reduced by the amount equal to the shortfall divided by the agreed upon share price of $9.84 per share, solely in the form of the closing shares held in escrow.
Any Disputed Holdback Shares held by Acquirer with respect to any pending but unresolved indemnification claims (as described in the immediately preceding sentence) shall be released to the Consideration Recipients or released to, or permitted to be retained by, Acquirer (as appropriate) promptly upon resolution of each specific indemnification claim involved.
Prior to the Effective Time, CRG will provide Purchasers with a letter of direction (the "Letter of Direction"), in form and substance reasonably acceptable to Purchasers, certifying the names, addresses and amounts to be received by the Merger Consideration Recipients, and holders of Options and Phantom Stock and any other recipients of Merger Consideration as provided for in this Agreement.
All of the fees and expenses of any Independent Accounting Firm retained pursuant to this Section 10.7 shall be allocated between the Securityholder Representative (on behalf of all Consideration Recipients), on the one hand, and Acquirer, on the other hand, in the same proportion that the aggregate amount of the items unsuccessfully disputed or defended, as the case may be, by each (as finally determined by the Independent Accounting Firm) bears to the total amount of the disputed items.
In such event, or in the event of any of the successor Deferred Exchange Agents' death, resignation, incapacity or failure to timely accept the appointment in writing, the Deferred Merger Consideration Recipients shall promptly use their best efforts to designate another individual or individuals to act as their Deferred Exchange Agent or Agents, as the case may be, so that at all times there will be three Deferred Exchange Agents with the authority provided herein.