Examples of Contributing Securityholder in a sentence
The Escrow Amount shall be withheld from each Contributing Securityholder based on such Contributing Securityholder’s Pro Rata Share, and each Contributing Securityholder shall be deemed to have contributed to the Escrow Fund such holder’s Pro Rata Share of the Escrow Amount, to be held by the Escrow Agent pursuant to this Agreement and the Escrow Agreement.
The information was gathered, analyzed, and interpreted and discussed in this part.
After the Buyer Indemnified Parties have exhausted or made claims upon the Indemnification Cap Amount (the Escrow Fund shall be first resort), each Contributing Securityholder shall be liable, on a several and not joint basis, in accordance with its Indemnification Pro Rata Portion of any claim, provided that, subject to Section 9.2(c)(iv), such liability shall be limited to an amount equal to the amount actually paid to (or for the benefit or on behalf of) the Contributing Securityholder.
Furthermore, in the event that Buyer or the Paying Agent is required to withhold taxes with respect to the Representative Expense Fund from any consideration Buyer or Paying Agent makes to any Contributing Securityholder, then such withholding will instead be deducted from the consideration that is paid to the relevant Contributing Securityholder at Closing, in order to ensure that the funds actually being transferred to the Representative Expense Fund shall equal the Representative Expense Amount.
For purposes of calculating the amount of cash payable to each Contributing Securityholder pursuant to this Section 2.1(e), such amount of the Founder Note so repaid (net of any Taxes paid or deemed paid by Parent, Buyer or the Company thereon or in respect thereof, calculated using the highest corporate Tax rate applicable in the jurisdiction of the holder of the Founder Note) shall be distributed to each Contributing Securityholder in accordance with such Contributing Securityholder’s Pro Rata Share.
Without implying that other actions would constitute an improper discrimination, each of the Contributing Securityholders agrees that discrimination between or among the Contributing Securityholders solely on the basis of the respective number of Company Shares or Vested Company Options or Company Warrants held by each Contributing Securityholder or their respective Pro Rata Share shall not be deemed to be improper.
The Representative Expense Amount shall be withheld from each Contributing Securityholder based on such Contributing Securityholder’s Pro Rata Share, and each Contributing Securityholder shall be deemed to have contributed to the Representative Expense Fund such Contributing Securityholder’s Pro Rata Share of the Representative Expense Amount, to be held by the Representative pursuant to this Agreement.
Without limiting the generality of the foregoing, by virtue of the approval of this Agreement and the Acquisition (and no act of such Contributing Securityholder), each Contributing Securityholder grants the Representative full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement and to consent to any amendment hereof or thereof on behalf of such Contributing Securityholder and its successors.
For greater certainty, if it is determined that a Contributing Securityholder must either indemnify a Paying Securityholder or contribute to any Liability of a Paying Securityholder, the Contributing Securityholder shall not have and shall not exercise or assert or attempt to exercise or assert, any right of contribution or right of indemnity or any other right or remedy against SFG in respect of such indemnification or contribution obligation to the Paying Securityholder.
Contributing Securityholder shall not have and shall not exercise or assert or attempt to exercise or assert, any right of contribution or right of indemnity or any other right or remedy against SFG in respect of such indemnification or contribution obligation to the Paying Securityholder.