Existing Equityholders definition
Examples of Existing Equityholders in a sentence
For tax purposes, the Representative Holdback Amount will be treated as having been received and voluntarily set aside by the Existing Equityholders at the time of Closing.
The representations and warranties of the Company in Article III (as qualified by the Schedules), of the Existing Equityholders in Article IV and in the bringdown certificates delivered pursuant to Section 2.5(a) (as qualified by the Schedules) and Section 2.6(a) constitute the sole and exclusive representations and warranties made to Purchaser in connection with the Transactions.
At the Closing, Purchaser OP shall issue the Equity Consideration to the Existing Equityholders, free and clear of all Encumbrances (other than those imposed under the Purchaser OP Operating Agreement), in accordance with the Consideration Allocation Schedule.
As soon as practicable following the completion of the Representatives’ responsibilities, the Representatives will distribute any remaining balance of the Representative Holdback Amount to the Existing Equityholders (the date of such distribution, the “Representative Holdback Distribution Date”) in accordance with the Closing Date Consideration Schedule.
Notice given to the Representatives in accordance with the provisions of this Agreement shall constitute notice to the Existing Equityholders for all purposes under this Agreement.