Consideration Recipients definition

Consideration Recipients means the holders of any Securities of the Company, to the extent entitled to payment of the Purchase Price as provided in the Consideration Spreadsheet.
Sample 1
Consideration Recipients means, collectively, (i) the Company Noteholders, (ii) the Management Carve-out Participants, and (iii) the holders of Series D Preferred Stock and Series E Preferred Stock that receive Merger Consideration (if such holders in this clause (iii) receive any Merger Consideration in accordance with the terms of this Agreement).
Sample 1
Consideration Recipients shall have the meaning set forth in Section 10.11(a).
Sample 1

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.


More Definitions of Consideration Recipients

Consideration Recipients means, collectively, the Sellers, the Holdings Equityholders and the LTIP Participants.
Sample 1
Consideration Recipients means the Stockholders and the Amended SAR Holders. “Contract” means any binding contract, agreement, understanding, arrangement or commitment, written or oral.
Sample 1

Related to Consideration Recipients

  • Information Recipients has the meaning stated in Section 4.9(a).

  • Information Recipient has the meaning stated in Section 4.9(a).

  • Sub-Recipient means a partner, joint venturer, director, employee, agent and subcontractors of a Recipient to whom a Recipient must disclose Confidential Information.

  • Eligible Recipients means all Employees, all Non-Employee Directors and all Consultants.

  • Permitted Recipients means the parties to this agreement, the employees of each party and any third parties engaged to perform obligations in connection with this Agreement;

  • Grant Recipient means a nonprofit or governmental organization that receives funds to operate a center pursuant to this act.

  • Designated recipient means a person chosen by a user using an online tool to administer digital assets of the user.

  • Recipient Party means the Party which receives Confidential Information from the other Party.

  • Designated User means any person(s) that you authorise as users of your Broadband service.

  • Payment Recipient has the meaning assigned to it in Section 11.12(a).

  • Receiving Party Personnel has the meaning set forth in Section 37(d).

  • Independent Third Party means any Person who, immediately prior to a contemplated transaction, does not own in excess of 5% of the Company’s Common Units on a fully-diluted basis (a “5% Owner”), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendant (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.

  • Recipients has the meaning set forth in Section 7.1.

  • Lender Recipient Party means collectively, the Lenders, the Swing Line Lender and the L/C Issuers.

  • Company Personnel means any current or former director, officer or employee of the Company or any Company Subsidiary.

  • Transaction Receipt means a confirmation that is transmitted to a registered User after a registered User has submitted a transaction to the Court through a Vendor. The Transaction Receipt displays the date and time the transaction was submitted by the registered User through the Vendor.

  • Company Service Provider means an employee, individual consultant, individual independent contractor, individual self-employed contractor, leased or temporary employee or director of the Company or any of its Subsidiaries.

  • DoD recognized unique identification equivalent means a unique identification method that is in commercial use and has been recognized by DoD. All DoD recognized unique identification equivalents are listed at http://www.acq.osd.mil/dpap/pdi/uid/iuid_equivalents.html.

  • Data Recipient means the party (being either the Association or #[Party 2], as appropriate) to whom Data is disclosed;