Examples of Majority Buyer in a sentence
Majority Buyer shall provide to Holdings such documentation and other data, and access to its and the Company’s officers, employees, agents and other personnel as is reasonably necessary to enable Holdings to assess the accuracy of the Final Adjustment Statement.
Majority Buyer (or Repo Agent on its behalf) shall at any time have the right, in each case until such time as Buyer determines otherwise, to retain, to suspend payment or performance of, or to decline to remit, any amount or property that Buyer would otherwise be obligated to pay, remit or deliver to Sellers hereunder if a Default or an Event of Default has occurred and is continuing.
Majority Buyer shall (i) coordinate its access rights with the Company to reasonably minimize any inconvenience to or interruption of the conduct of the business of the Company or its Subsidiaries and (ii) abide by the Company’s and its Subsidiaries’ safety rules, regulations, and operating policies while conducting its investigation of such the Company.
In the event that disclosure is required by Law, Parent and the Sellers, as applicable, will, to the extent legally permissible, provide the Majority Buyer and the Company with prompt written notice thereof and use its reasonable efforts to assist the Company in its efforts to obtain an appropriate protective order at the expense of the Company.
Notwithstanding the foregoing, Holdings shall not be required to cause the Company, and the Company shall not be required to, nor shall it be required to cause its Subsidiaries to, grant access or furnish information to Majority Buyer or any of Majority Buyer’s Representatives to the extent that such information (A) is subject to an attorney/client or attorney work product privilege or (B) relates to individual medical histories.
To the extent there is any remaining funds remaining the Minority Holders Hold Back Escrow Account after distribution to the Minority Holders in accordance with the immediately preceding sentence, Majority Buyer shall unilaterally instruct the Escrow Agent to release such remaining funds to Majority Buyer for remittance to the Mexican Tax authorities (unless otherwise mutually agreed with the Escrow Agent).
If Holdings delivers an Objection Notice to Majority Buyer during the Review Period, then Holdings and Majority Buyer shall undertake in good faith to agree on the amount of the actual Purchase Price Adjustment no later than 30 days after the date on which Holdings delivered such Objection Notice to Majority Buyer.
Holdings shall be deemed to have waived any rights to object to the Final Adjustment Statement unless Holdings delivers an Objection Notice to Majority Buyer within the Review Period and, if the Review Period expires without Holdings so delivering an Objection Notice, then the Final Adjustment Statement shall become final and binding for all purposes of this Agreement.
Majority Buyer shall have the right, following Majority Buyer’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to Holdings no later than two Business Day before the Closing Date.
The Company has made available to Majority Buyer a true and complete copy of each Collaboration Agreement and Funding Agreement.