Examples of Securityholder in a sentence
Notwithstanding any other provision of this Agreement, each Company Securityholder who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account all Company securities held by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional amount multiplied by the Parent Stock Price.
Promptly after the determination that the Company Securityholders are entitled to receive any Subsequent Payment pursuant to Section 1.8(b), Section 1.9 or Section 1.10, the Representative shall calculate the portion of such amount actually allocable to each Company Securityholder pursuant to the Allocation Certificate (without giving effect to the last parenthetical in Section 1.8(a)(v)).
In such event, subject to the provisions of the Organizational Documents, each Company Securityholder shall vote in accordance with its Pro Rata Share and, subject to the provisions of the Organizational Documents, the authorization of such Persons representing a Pro Rata Share in excess of fifty percent (50%) shall be binding on all of the Company Securityholders and shall constitute the authorization of the Company Securityholders.
None of Parent or the Surviving Corporation will have any liability or obligation to any Company Securityholder for any distribution made in accordance with the updated Allocation Certificate provided by the Representative pursuant to this Section 1.11(b)(vi).
The Representative shall be entitled to: (i) rely upon the Allocation Certificate, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Securityholder or other party.