Merger Partner Equityholder definition
Examples of Merger Partner Equityholder in a sentence
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.
All notices and other communications to be given to Parent, SpinCo, ▇▇▇▇▇▇ 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.
The Parties and Merger Partner Equityholder shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be reasonably necessary or appropriate to achieve the purposes of this Agreement.
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.
This Agreement may be amended or modified, in whole or in part, only by a duly authorized agreement in writing executed by SpinCo and Parent (and, if prior to the Distribution by Parent, Merger Partner) which makes reference to this Agreement; provided that any amendment that would have an adverse impact on the rights or obligations of Merger Partner Equityholder hereunder shall require the agreement in writing of Merger Partner Equityholder.
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.
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.
In the event of such termination, this Agreement shall become void and no Party nor Merger Partner Equityholder, or any of its respective officers and directors, shall have any liability to any Person by reason of this Agreement.
Each Party and Merger Partner Equityholder further agrees that it will, if applicable, (a) give timely notice of the terms, conditions and continuing obligations contained in this Section 18.07 to all of the other members of its Group, and (b) cause all of the other members of its Group not to take any action inconsistent with such Party’s or Merger Partner Equityholder’s obligations under this Agreement or the transactions contemplated hereby or thereby.