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(a) Per Father or mother Entity provides the necessary corporate or limited-liability (because the relevant) power and you will expert to (i) do and deliverthis Agreement, the brand new Reinvestment Agreement, the new Voting Agreement and the DAP Rights Contract, (ii) do its financial obligation hereunder and you may thereunder, and you will (iii) subject to the brand new adoption for the Arrangement by Mother as the just shareholder ofMerger Sandwich (and that should can be found after the new performance and you can delivery for the Agreement), in order to consummate the fresh Transactions contemplated hereby and you can and so. The brand new execution and you may beginning of, and also the consummation of the Purchases contemplated bythis Agreement by Parent Agencies was properly authorized by all the required business or limited-liability company (while the relevant) step on the part of for each Father or mother Entity, subject to the new adoption of this Agreement by Mother or father since the solestockholder away from Merger Sub (and this will exist after the new performance and you can birth of this Agreement). Every one of which Agreement, the brand new Reinvestment Agreement as well as the Voting Contract have been, and as of your own Very first Closure the brand new DAP RightsAgreement would be, properly done and produced because of the for each applicable Parent Entity and you will, and if the brand new due agreement, execution and you may delivery associated with the Contract as well as the DAP Legal rights Arrangement by the Team, as of the new Productive Time constitutes (otherwise willconstitute, while the applicable) the new legitimate and you will binding responsibility of each appropriate Parent Entity, enforceable against each relative to its conditions, at the mercy of the new Bankruptcy proceeding and you will Equity Exemption. Anticipated to become thing for the team of your Team and you can their Subsidiaries, taken as a whole. To your Company’s Degree, zero experience features happened and therefore, for the providing out of observe, the brand new passageof day, otherwise one another, manage constitute reasons behind cancellation otherwise losing the fresh contribution away from the business otherwise any of their Subsidiaries in any Team Percentage System, except as the would not, individually or in the brand new aggregate, relatively be expected tohave a family Issue Unfavorable Impact. No company Fee System features because the September step one, 2022, recouped otherwise questioned or endangered recoupment in the Company or people of the Subsidiaries in excess of $ten,100,000, except for any such requeststhat had been fulfilled by the Organization otherwise the related Subsidiaries to the pleasure of your related Team Fee Program.
(iv) Any See of Objection should contain the Stockholder Member’s formula of one’s Interim Distribution Stockholder Proceedsand the newest resulting Interim Distribution Stockholder Proceeds For every DAP Best the Stockholder Representative believes Holders are entitled to discover. Such as See of Objection should also end up being followed by a description in the reasonable detail from eachof the new objections to the calculations reflected regarding the Find of Objection (together, the fresh “Objections”). To have a period of ten (10) Business days after the birth of the Find of Objection, DAP Issuer and you live Playojo casino can theShareholder Member should, inside the good faith, make an effort to resolve one Objections; offered, one to the the quantity you to DAP Issuer and also the Stockholder Member can not take care of the Arguments during the including ten (10) Organization Dayperiod, including Arguments is going to be published to KPMG, LLP, or, when the such as business are reluctant or not able to see including character, other independent bookkeeping corporation mutually arranged by DAP Issuer and also the Shareholder Associate (the new “NeutralAuditor”). The brand new Natural Auditor will, inside thirty (30) Business days of such submission, resolve people Arguments and you may such as quality should, regarding the absence of reveal error, end up being last, binding and you may conclusive abreast of DAP Issuer and you will itsAffiliates, the newest Sales Panel, the new Stockholder Representative, each of the almost every other people hereto each of your own People.
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- “Company RSUs” mean time-dependent minimal stock products in terms of offers of Business Well-known Inventory supplied less than anyCompany Stock Bundle or otherwise, in addition to, to the prevention away from question, people minimal inventory devices designated while the “performance offers” in which the new applicable results criteria might possibly be fulfilled, by their conditions, on the otherwise before the MergerClosing Time.
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The fresh DAP Best Sign in shall established the name and you will address of each and every Proprietor, what number of DAP Legal rights stored by such Owner and you can, in the event the relevant, the new U.S. taxpayeridentification number of for example Manager. The newest DAP Right Register will be updated while the required because of the Liberties Representative so you can echo the fresh inclusion otherwise removal of Proprietors (in addition to pursuant to the Permitted Transfers). Each one of DAP Issuer and the ShareholderRepresentative will get discover and you may examine a duplicate of one’s DAP Correct Check in, occasionally, up on created demand built to the brand new Liberties Agent.
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