Equity Participants definition
Examples of Equity Participants in a sentence
Each of the Equity Participants appointing the Equity Participant Representative hereby ratifies and confirms all that the Equity Participant Representative shall do or cause to be done by virtue of such Equity Participant Representative’s appointment as Equity Participant Representative of the Equity Participants.
In the event that Buyer suffers any Adverse Consequences with respect to any Unobtained Lease Consents prior to the date on which any payment is made to the Equity Participants under Section 2.08(e)(i) hereof, Buyer shall set-off the amount of such Adverse Consequences against such payment, and the balance of such Adverse Consequences, if any, shall be paid to Buyer in accordance with Section 10.02 hereof.
Should any such fact or condition result in any change in the information set forth in JJMA Disclosure Schedules, the Equity Participants will promptly deliver to Buyer a supplement to the JJMA Disclosure Schedules specifying such change.
The Indemnity Portion of the Escrow Fund to be deposited with the Escrow Agent pursuant to the Merger Agreement is to be held of record by the Escrow Agent as escrow agent for and on behalf of, and for the use and benefit of, the Company Equity Participants and in accordance with the provisions of this Agreement and the Merger Agreement.
Any public announcement or similar publicity with respect to this Agreement or the Contemplated Transactions will be issued, if at all, at such time and in such manner as Buyer and the Equity Participants mutually determine, unless otherwise required by applicable Law.
All fees and expenses (including reasonable attorney’s fees and expenses and fees and expenses of the Independent Accounting Firm) incurred in connection with any dispute over Buyer’s certificate shall be borne one-half by Buyer and one-half by the Equity Participants.
Unless consented to by Buyer in advance or required by Law, prior to the Closing the Equity Participants shall, and shall cause JJMA to, keep this Agreement strictly confidential and may not make any disclosure of this Agreement to any Person.
Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, JJMA will not, and the Equity Participants will cause JJMA not to, without the prior written consent of Buyer, take any of the actions, or fail to take any of the actions within their or its control, listed in Section 3.16(a) through (w).
The form of the certificate finally delivered pursuant to this Section 2.08(a) and acceptable to Buyer, the Equity Participants and JJMA is referred to herein as the “Estimate Certificate”.
The Escrow Agent hereby accepts the Escrow Fund created and provided for by and in this Agreement and the Merger Agreement and agrees to perform the same upon the terms and conditions herein set forth and to hold all rights, privileges and benefits conferred hereby and by law in trust for the various persons who shall from time to time be Company Equity Participants, subject to all the terms and conditions herein set forth.