Joint Securityholders definition
Examples of Joint Securityholders in a sentence
Promptly after the date that is fifteen months after the Closing Date, Parent and the SH Rep shall deliver joint written instructions (the “Joint Written Instructions”) to the Escrow Agent instructing the Escrow Agent to deliver to the TEI Med Securityholders entitled to receive Closing Merger Consideration an amount equal to the amount remaining in the Escrow Fund minus the amount of any unresolved Indemnity Claims, except as provided in the Support Agreement with respect to Joint Securityholders.
Thereafter, after resolution of all unresolved Indemnity Claims (other than against the Escrow Fund (Additional Escrow Amount), Parent and the SH Rep shall deliver Joint Written Instructions to the Escrow Agent instructing the Escrow Agent to deliver to the TEI Bio Securityholders entitled to receive Closing Merger Consideration any remaining amount in the Escrow Fund (Escrow Amount), except as provided in the Support Agreement with respect to Joint Securityholders.
Thereafter, after resolution of all unresolved Indemnity Claims, Parent and the SH Rep shall deliver Joint Written Instructions to the Escrow Agent instructing the Escrow Agent to deliver to the TEI Med Securityholders entitled to receive Closing Merger Consideration any remaining amount in the Escrow Fund, except as provided in the Support Agreement with respect to Joint Securityholders.
The Escrow Amount, together with all interest earned thereon, shall be the sole and exclusive security and source of recovery of the Parent-Side Indemnified Persons for the indemnification obligations of the TEI Med Securityholders under this Agreement for Losses described in Section 11.2(a)(i), except (i) for any indemnification obligation arising out of (A) fraud or (B) breaches of Fundamental Representations or (ii) as provided in the Support Agreement with respect to Joint Securityholders.
Parent and the SH shall deliver Joint Written Instructions to the Escrow Agent to release amounts in the Additional Escrow Amount in accordance with the terms of Schedule 11.2(a)(viii), subject to Section 11.2(k), except as provided in the Support Agreement with respect to Joint Securityholders.