Equityholder Representative Fund Clause Samples
Equityholder Representative Fund. The Equityholder Representative Fund shall be available to the Equityholder Representative (i) as a source of recovery for any fees, costs, expenses or Liabilities incurred by the Equityholder Representative in connection with the performance of its duties under this Agreement or any Ancillary Agreement and (ii) as a source of payment for any amounts owed by the Company Equityholders pursuant to the terms of this Agreement or any Ancillary Agreement. Any portion of the Equityholder Representative Fund remaining following the determination of all such fees, costs, expenses, Liabilities and amounts by the Equityholder Representative in its sole discretion (such portion, the “Remaining Expense Fund”) shall be distributed by the Equityholder Representative as follows: (1) to each Company Stockholder, such Company Stockholder’s Pro Rata Share of the Remaining Expense Fund and (2) to the Surviving Table of Contents Corporation, on behalf of the Company Optionholders holding Vested Company Options, the aggregate Pro Rata Share of all Company Optionholders holding Vested Company Options of the Remaining Expense Fund, for further payment to the Company Optionholders holding Vested Company Options through the Surviving Corporation’s payroll system or, if such Company Optionholder holding Vested Company Options is not employed by the Surviving Corporation at the time of payment, by check.
Equityholder Representative Fund. At the Closing, Purchaser shall deposit, or shall cause to be deposited, for the benefit of the Escrow Participants, the Equityholder Representative Fund with Equityholder Representative. The Equityholder Representative Fund shall be used (a) for the purpose of paying directly or reimbursing the Equityholder Representative for any Representative Losses incurred in connection with this Agreement, the Escrow Agreement or the Equityholder Representative Engagement Agreement after the Closing Date, or (b) as otherwise determined by the Advisory Group. Escrow Participants will not receive any interest or earnings on the Equityholder Representative Fund and irrevocably transfer and assign to Equityholder Representative any ownership right that they may otherwise have had in any such interest or earnings. The Equityholder Representative is not providing any investment supervision, recommendations or advice and will not be liable for any loss of principal of the Equityholder Representative Fund other than as a result of its gross negligence or willful misconduct. The Equityholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Equityholder Representative Fund and has no tax reporting or income distribution obligations. Subject to Advisory Group approval, the Equityholder Representative may contribute funds to the Equityholder Representative Fund from any consideration otherwise distributable to the Equityholders. Equityholder Representative will hold these funds in a segregated client account separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as reasonably determined by the Equityholder Representative that the Equityholder Representative Fund is no longer required to be withheld, Equityholder Representative will deliver any remaining balance of the Equityholder Representative Fund to the Exchange Agent (for further distribution to the Escrow Participants in accordance with their Pro Rata Percentages in the same manner set forth in Section 2.7(a)). For all Tax purposes, the Equityholder Representative Fund will be treated as having been received and voluntarily set aside by the Escrow Participants at the time of Closing.
Equityholder Representative Fund. Simultaneously with the Closing, Buyer will deposit with the Escrow Agent (to be held in a separate account), by wire transfer of immediately available funds, an amount of cash equal to the Equityholder Representative Fund to provide for the reimbursement of expenses incurred by the Representative in connection with the performance of its duties under this Agreement. The deposit of the Equityholder Representative Fund by Buyer to the Escrow Agent shall completely discharge Buyer’s obligations with respect to such amount, and in no event shall Buyer have any responsibility or liability whatsoever for the manner in which the Representative administers the Equityholder Representative Fund, or for causing or ensuring that all or any portion of the Equityholder Representative Fund is ultimately paid or distributed to the Equityholders.