Merger Partner Equityholder definition

Merger Partner Equityholder has the meaning set forth in the Recitals.
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Merger Partner Equityholder has the meaning set forth in the preamble.
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Examples of Merger Partner Equityholder in a sentence

  • Except as expressly set forth in this Agreement, as between Parent and SpinCo, this Agreement shall become effective upon the consummation of the Distribution, and as between Parent, SpinCo, Merger Partner and Merger Partner Equityholder, this Agreement shall become effective upon the consummation of the Merger.

  • A Party or Merger Partner Equityholder claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) notify the other Parties and Merger Partner Equityholder, as applicable, of the nature and extent of any such Force Majeure and (b) use due diligence to remove any such causes and resume performance under this Agreement as soon as feasible.

  • Unless expressly required in this Agreement, no Party nor Merger Partner Equityholder shall be required to exhaust all remedies available under other agreements or at law or equity before recovering under the remedies provided in this Agreement.

  • Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than Parent, SpinCo, Merger Partner, and Merger Partner Equityholder, any rights or remedies under or by reason of this Agreement.

  • Parent shall reimburse SpinCo and Merger Partner Equityholder for all reasonable out-of-pocket costs and expenses incurred by the SpinCo Group and Merger Partner Equityholder in obtaining a Post-Distribution Ruling or Unqualified Tax Opinion requested by Parent within ten (10) Business Days after receiving a request for payment from SpinCo or Merger Partner Equityholder therefor.

  • No provision of this Agreement shall be construed to provide an indemnity or other recovery for any costs, damages, or other amounts for which the damaged Party or Merger Partner Equityholder has been fully compensated under any other provision of this Agreement or under any other agreement or action at law or equity.

  • All notices and other communications to be given to Parent, SpinCo, Xxxxxx Partner, or Merger Partner Equityholder hereunder shall be sufficiently given for all purposes hereunder if given in accordance with Section 10.3 of the Merger Agreement, mutatis mutandis.

  • No Party nor Merger Partner Equityholder (nor any Person acting on behalf of any of them) shall have any liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure.

  • SpinCo or Merger Partner Equityholder, as applicable, shall reimburse Parent for all reasonable out-of-pocket costs and expenses incurred by the Parent Group in obtaining a Post-Distribution Ruling or Unqualified Tax Opinion requested by SpinCo or Merger Partner Equityholder, as applicable, within ten (10) Business Days after receiving a request for payment from Parent therefor.

  • None of Parent, SpinCo, Merger Partner, or Merger Partner Equityholder may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Parties and Merger Partner Equityholder, as applicable.

Related to Merger Partner Equityholder

  • Equityholder has the meaning set forth in the Preamble.

  • Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.

  • Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;

  • Company Securityholders means the Company Stockholders, Company Optionholders and Company Warrantholders, collectively.

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Common Unitholder means a Member who is the registered holder of Common Units.

  • Company Stockholders Meeting has the meaning set forth in Section 6.2(a).

  • Managing Member is defined in the recitals to this Agreement.

  • Company Shareholder means a holder of Company Shares.

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • General Partner Interest means a Partnership Interest held by the General Partner, in its capacity as general partner. A General Partner Interest may be expressed as a number of Partnership Units.

  • Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).

  • Principal Stockholder means any person who individually or in concert with his spouse and

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;