Examples of Former Company Stockholders in a sentence
The Former Company Stockholders, Discovery and their respective Affiliates shall treat any and all payments under Sections 2.12 and 5.18 and Articles VI and IX as an adjustment to the purchase price for Tax purposes unless they are required to treat such payments otherwise by applicable Legal Requirements.
Parent agrees to defend, contest or otherwise protect the Former Company Stockholders against any such suit, action, investigation, claim or proceeding at its sole cost and expense.
The Former Company Stockholders shall bear all sales, use, transfer, stamp, duties, recording and similar Taxes that relate to the consummation of the transactions contemplated by this Agreement (the “Company Transaction Taxes”).
In no event shall the Former Company Stockholders be liable for any punitive, special or exemplary damages except to the extent actually payable by a Parent Indemnified Party to a third party.
The portion of the Forfeited Amount equal to the aggregate Pro Rata Percentage of the Unvested Company Options as to which no Applicable Vesting Date has occurred shall be reserved for distribution to the holders of such Unvested Company Options in accordance with this Section 2.11(k) or, to the extent that any such amounts shall become Forfeited Amounts, to Former Company Stockholders and Optionholders in accordance with this Section 2.11(k).
The Former Company Stockholders (through the Shareholder Representative) agree to defend, contest or otherwise protect the Buyer Indemnitee against any such suit, action, investigation, claim or proceeding at the sole cost and expense of the Former Company Stockholders.
All obligations of the Former Company Stockholders pursuant to the terms of this Article XI shall be satisfied first by payment from the Escrow Amount.
If Final Closing Excluded Liabilities are less than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the amount of such deficiency, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e).
A “Final Determination” with respect to any claim for indemnification hereunder shall exist when (i) the parties in interest with respect to such claim (in case of the Former Company Stockholders, the Shareholder Representative) shall have reached an agreement in writing with respect to such claim or (ii) a court of competent jurisdiction shall have entered a final non-appealable order or judgment with respect to such claim.
If for any reason there is no Stockholders’ Representative at any time, all references herein to the Stockholders’ Representative shall be deemed to refer to the Requisite Former Company Stockholders.