Examples of New DHC in a sentence
This Section 9.02 provides the calculation of the amount of indemnity to which ANPP will be entitled in respect of actual and direct Losses for which ANPP may be entitled to indemnification pursuant to Section 9.01(a)(i) and for indirect Losses in the form of a diminution in value of ANPP’s interest in New DHC for which ANPP may be entitled to indemnification pursuant to Section 9.01(a)(ii).
This Agreement may be terminated at any time by and upon the receipt by the Escrow Agent of a written notice of termination executed by each of New DHC and ANPP directing the distribution of all the ANPP Escrow Shares and Additional Escrow Property then held by the Escrow Agent under and pursuant to this Agreement.
In addition, New DHC and ANPP acting jointly, will have the right to terminate the appointment of the Escrow Agent by giving it thirty (30) calendar days’ notice in writing of such termination, specifying the date upon which such termination will take effect.
ANPP and New DHC agree to provide the Escrow Agent with and consent to the Escrow Agent obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by the Escrow Agent.
Upon prior written notice to each of ANPP and New DHC, the Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent, plus any costs and expenses the Escrow Agent shall reasonably believe may be incurred by the Escrow Agent in connection with the termination of this Agreement.
Except as otherwise provided herein, no assignment or attempted assignment of this Agreement or any interest hereunder will be effective without the written consent of ANPP, New DHC and the Escrow Agent.
New DHC and ANPP acknowledge that dividends and other distributions paid or made on the ANPP Escrow Shares will be received and held by the Escrow Agent, and will constitute and become a part of the Additional Escrow Property.
Accordingly, ANPP and New DHC acknowledge that Section 326 of the USA PATRIOT Act and the Escrow Agent’s identity verification procedures require the Escrow Agent to obtain information which may be used to confirm the ANPP and New DHC’s identity including without limitation name, address and organizational documents (“identifying information”).
DHC will use its reasonable best efforts to cause the shares of New DHC Common Stock issuable in the Merger (including the shares of New DHC Common Stock reserved for issuance with respect to Rollover SARs and the Converted Options) to be eligible for listing on the Nasdaq Global Select Market prior to the Effective Time of the Merger.
For all Tax purposes and to the extent permitted by applicable Tax law, the Parties will treat any payment made pursuant to this Article IX to (1) ANPP as an adjustment of the original consideration occurring in connection with the Transactions and (2) to the DHC Parties as a capital contribution by ANPP to New DHC occurring in connection with the Transactions.