FP Representative definition

FP Representative means Francisco Partners III (Cayman), L.P., or such other Person, which Person must be an Affiliate of Francisco Partners III (Cayman), L.P. or Francisco Partners Parallel Fund III (Cayman), L.P., who is identified as the replacement FP Representative by the then existing FP Representative giving prior written notice to PubCo.
View Source
FP Representative means ▇▇▇▇ ▇▇▇▇▇▇, solely in his capacity as the agent and representative of the FP Indemnity Securityholders with respect to the Merger Agreement and this Plan of Merger and transactions contemplated therein and herein.
View Source

Examples of FP Representative in a sentence

  • Within two (2) Business Days of PubCo’s receiving a request to remove such legend by a Holder or the duly appointed transfer agent of PubCo, PubCo shall notify the Sponsor, the IVP Representative, the FP Representative and the Temasek Equityholder of such request in writing, including the number of Registrable Securities with respect to which such request relates and, if in connection with a proposed Transfer, the date such Transfer is, or is to be, effected.

  • WFBI and the FP Representative (on behalf of each FP Indemnity Securityholder) agree to treat (i) the Escrow Cash as owned by WFBI and not received by the FP Indemnity Securityholder, to the extent not paid to the FP Indemnity Securityholder pursuant to the provisions of this Agreement and the Merger Agreement, and (ii) the Escrow Shares as outstanding for tax purposes while held in the Escrow Account, and in each case, to file all tax returns on a basis consistent with such treatment.

  • Subject to the terms and provisions of Section 5 hereof, no assignment or transfer by any party hereto of such party’s rights and obligations hereunder shall be made except without the prior written consent of the other parties hereto; provided that replacement of the person serving as the FP Representative pursuant to Section 2.10(a) of the Merger Agreement shall not constitute an assignment or transfer by the FP Representative of the FP Representative’s rights and obligations hereunder.

  • Notwithstanding the foregoing, with respect to the rights, duties and obligations of WFBI and the FP Representative contained in this Agreement, this Agreement shall not supersede Sections 2.6, 2.10, and 6.12 of the Merger Agreement.

  • The FP Representative shall have no right to act as a representative of or as an agent for the service of process for any FP Indemnity Securityholder with respect to an Individual Shareholder Claim.

  • For the avoidance of doubt, in no event shall the FP Representative be required to wait for future releases of funds prior to recovering Agent Losses directly from the FP Indemnity Securityholders.

  • WFBI and the FP Representative shall have entered into the Escrow Agreement with the Escrow Agent.

  • If at any time prior to the one year anniversary of the Closing Date (the “Escrow Release Date”), WFBI (or any other WFBI Indemnified Party) makes a claim for indemnification (a “WFBI Claim”) pursuant to Section 6.12 of the Merger Agreement, then WFBI shall promptly give written notice (a “WFBI Indemnification Notice”) to the FP Representative as required by Section 6.12(h) of the Merger Agreement, and WFBI shall promptly deliver to the Escrow Agent a copy of each such WFBI Indemnification Notice.

  • No bond shall be required of the FP Representative, and the FP Representative shall receive no compensation for his services.

  • In the event that the FP Representative has consented to any such settlement or resolution, neither the FP Representative nor any FP Indemnity Securityholder shall have any power or authority to object under any provision of this Article VI to the amount of WFBI Losses incurred by or on behalf of any WFBI Indemnified Person against the Indemnity Escrow Amount.