Fluent Stockholders definition
Examples of Fluent Stockholders in a sentence
This Agreement shall only become effective on the Spin-Off Date, and shall terminate and be of no further force and effect upon the earlier to occur of: (a) the termination of the Separation Agreement, and (b) such date on which the Fluent Stockholders cease to collectively Beneficially Own at least thirty percent (30%) of the shares of Cogint Common Stock Beneficially Owned by them as of the date hereof.
If the Committee reasonably determines in good faith that such proposed Fluent Director does not meet such criteria, the Committee shall notify the Fluent Stockholders of such fact within 10 days of receipt of the Fluent Stockholder Majority’s notice, specifying in reasonable detail the reasons for the determination that such criteria have not been met.
This Agreement shall terminate and be of no further force and effect upon (a) the Fluent Stockholders ceasing to own any shares of Series B Preferred Stock or Common Stock, or (b) the written agreement of the majority in interest of each of (i) the Principal Stockholders, on the one hand, and (ii) the Fluent Stockholders, on the other hand, to terminate this Agreement.
Immediately after the Fourth Effective Time, without any act of any Person who was a holder of Selling Companies Stock immediately prior to the applicable Effective Time, Fluent shall cause to be delivered to the Indemnification Escrow Agent an amount of cash equal to $10,000,000 multiplied by the percentage of the Adjusted Cash Consideration to be received by the Fluent Stockholders pursuant to Section 3.5 of this Agreement (the "Fluent Cash Escrow Amount").
Immediately following the Fourth Effective Time, Fluent shall deposit with the Master Escrow Agent, for the benefit of the holders of shares of Fluent outstanding immediately prior to the Fourth Effective Time, for payment through the Exchange Agent in accordance with Section 4.1, cash in an amount equal to the portion of the Adjusted Cash Consideration to be received by the Fluent Stockholders, less the Fluent Working Capital Escrow Amount less the Fluent Cash Escrow Amount (the “Fluent Master Escrow”).
Immediately after the Fourth Effective Time, without any act of any Person who was a holder of Selling Companies Stock immediately prior to the applicable Effective Time, Fluent shall cause to be delivered to the Indemnification Escrow Agent an amount of cash equal to $10,000,000 multiplied by the percentage of the Adjusted Cash Consideration to be received by the Fluent Stockholders pursuant to Section 3.5 of this Agreement (the “Fluent Cash Escrow Amount”).
The portion of the Holding Cash Escrow Amount and the Stock Escrow Amount contributed in respect of each Stockholder shall equal such Stockholder's Holding Stockholder's Pro Rata Cash Amount or Stockholder's Pro Rata Stock Amount, respectively, and the portion of the Fluent Cash Escrow Amount contributed in respect of each Fluent Stockholder shall equal such Fluent Stockholder's Cash Pro Rata Amount.