Equityholders definition
Examples of Equityholders in a sentence
Purchaser, the Stockholder Representative, the Equityholders, and the Company shall cooperate fully, as and to the extent reasonably requested by the other parties, in connection with the filing of Tax Returns pursuant to this Section 8.3 and any audit, litigation or other proceeding with respect to Taxes of the Company for any Pre-Closing Tax Period.
During the Interim Period, the Sellers will, and the Company Entities will cause the Sellers and the Equityholders to, as applicable, use their commercially reasonable efforts to maintain and preserve all inventory associated with the Business in a good and saleable condition, including being non-expired, properly labeled and free from mildew, fungus, rot, spoilage and agricultural neglect.
Any failure to so notify the Stockholder Representative of any Tax Proceeding shall not relieve the Equityholders of any liability with respect to such Tax Proceeding, except to the extent that such failure shall have materially prejudiced the defense of such Tax Proceeding.
No later than five Business Days following the Company’s receipt of any such refund (or credit for overpayment), Purchaser shall pay over to the Stockholder Representative for further distribution to the Equityholders the amount of any such refund (or the amount of any such credit), net of any Taxes and any reasonable out-of-pocket costs of the Purchaser or the Company incurred in connection with obtaining such refund, including any interest thereon.
The issued and outstanding membership interests held by the Equityholders in the Acquired Entities as of the date hereof have been duly and validly issued, are fully paid and, to the extent applicable, are non-assessable.