Shared Transaction Litigation Liabilities definition
Shared Transaction Litigation Liabilities means Liabilities incurred by the Company and its Subsidiaries and arising from or relating to any Actions that arise from or relate to the execution of this Separation Agreement, the Merger Agreement or the Standalone Drug Sale Agreement, or the consummation of the transactions contemplated hereby and thereby, whether brought before or after the Closing and whether brought by current or former stockholders or option holders of the Company or New Diamond, any Authority or third parties, including any obligation of the Company or New Diamond to make payments to any of its dissenting stockholders (but only to the extent such Liabilities to dissenting stockholders are in excess (such excess amount, the “Excess Dissenting Shares Liability”) of the amount of Per Share Merger Consideration that would have been payable in respect of the Dissenting Shares (as defined in the Merger Agreement) held by such dissenting stockholders at the Effective Time if such appraisal proceeding had not been brought). Notwithstanding anything to the contrary in this Separation Agreement, “Shared Transaction Litigation Liabilities” shall not include Liabilities for Actions to the extent arising from or relating to information supplied by Onyx or New Diamond specifically for inclusion (or incorporation by reference) in the Proxy Statement/Prospectus.
Shared Transaction Litigation Liabilities shall have the meaning set forth in clause (ii) of the definition of Shared Transaction Liabilities.
Examples of Shared Transaction Litigation Liabilities in a sentence
As of the Closing Date, the Company shall assume (subject to the definition of Shared Transaction Litigation Liabilities) and be solely responsible for all Liabilities and obligations whatsoever in respect of Assumed Benefit Plans, and all assets held in trust to fund such plans and all insurance policies funding such plans shall be Retained Assets.