Extract to table
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Extract to table / sellers-representative-appointment.docx
sellers-representative-appointment.docx
Parties
Solstice Biomedical Devices Ltd
Hargrove Bennett LLP
Pfeiffer LLP
Harkness LLP
Equity Inc
Dates
August 20, 2024
December 31, 2026
June 30, 2027
January 29, 2025
October 31, 2024
October 31, 2026
October 31, 2027
October 31, 2025
Amounts
$0.001
$220,000,000
$35,000,000
$20,000,000
$15,000,000
$2,500,000
$26,400,000
$11,500,000
$12,175,000
$675,000
Obligations
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement
14 of the Purchase Agreement requires the appointment of a Sellers' Representative by holders of at least sixty-five percent (65%) of the outstanding shares of the Company's common stock to act on behalf of all Sellers with respect to certain post-closing matters, including, without limitation, earnout determinations, indemnification claims, escrow release matters, and the Net Working Capital adjustment process, and the Purchase Agreement contemplates that such appointment shall be evidenced by a written instrument substantially in the form of this Agreement
As used in this Agreement, the following terms shall have the meanings set forth below: "Buyer" means Solstice Biomedical, Inc
The key contact for purposes of any engagement pursuant to this Agreement or the Purchase Agreement shall be Margaret Chen, CPA, Partner
All other capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement
This appointment is coupled with an interest and is irrevocable, and shall not be affected by the death, incapacity, dissolution, liquidation, bankruptcy, insolvency, or any other event affecting any Seller