Common use of Fees of the Independent Accountant Clause in Contracts

Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by the Stockholder Representative (on behalf of the Stockholders and Optionholders), on the one hand, and by Parent, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Stockholder Representative or Parent, respectively, bears to the aggregate amount actually contested by the Stockholder Representative and Parent. Any such fees and expenses payable by the Stockholder Representative shall be paid from the Stockholder Representative Expense Fund to the extent available.

Appears in 2 contracts

Samples: Merger Agreement (Aegion Corp), Merger Agreement (Fusion Telecommunications International Inc)

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Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by the Stockholder Representative (on behalf of the Stockholders and OptionholdersStockholders), on the one hand, and by Parent, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Stockholder Representative or Parent, respectively, bears to the aggregate amount actually contested by the Stockholder Representative and Parent. Any such fees and expenses payable by the Stockholder Representative shall be paid from the Stockholder Representative Expense Fund to the extent available.

Appears in 2 contracts

Samples: Merger Agreement (Item 9 Labs Corp.), Agreement and Plan of Merger (Lime Energy Co.)

Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by the Stockholder Representative (on behalf of the Stockholders and Optionholders)Representative, on the one hand, and by Parent, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Stockholder Representative or Parent, respectively, Stockholders bears to the aggregate amount actually contested by the Stockholder Representative and Parent. Any such fees and expenses payable by the Stockholder Representative shall be paid from the Stockholder Representative Expense Fund to the extent availableRepresentative.

Appears in 1 contract

Samples: Merger Agreement

Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by the Stockholder Representative (on behalf of the Stockholders and OptionholdersCompany Stockholders), on the one hand, and by Parent, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Stockholder Representative or Parent, respectively, bears to the aggregate amount actually contested by the Stockholder Representative and Parent. Any such fees and expenses payable by the Stockholder Representative shall be paid from the Stockholder Representative Expense Escrow Fund to the extent available.

Appears in 1 contract

Samples: Merger Agreement (AVX Corp)

Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by the Stockholder Representative (on behalf of the Stockholders Sellers and Optionholders), on the one hand, and by ParentBuyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Stockholder Representative or ParentBuyer, respectively, bears to the aggregate amount actually contested by the Stockholder Representative and Parent. Any such fees and expenses payable by the Stockholder Representative shall be paid from the Stockholder Representative Expense Fund to the extent availableBuyer.

Appears in 1 contract

Samples: Stock Purchase Agreement (Franklin Covey Co)

Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by the Stockholder Representative (on behalf of the Stockholders and Optionholders)Stockholders) from the Stockholder Representative Expense Fund, on the one hand, and by Parent, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Stockholder Representative or Parent, respectively, bears to the aggregate amount actually contested by the Stockholder Representative and Parent. Any such fees and expenses payable by the Stockholder Representative shall be paid from the Stockholder Representative Expense Fund to the extent available.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Merit Medical Systems Inc)

Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by the Stockholder Representative (on behalf of the Stockholders Stockholders, Optionholders and OptionholdersWarrantholders), on the one hand, and by Parent, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Stockholder Representative or Parent, respectively, bears to the aggregate amount actually contested by the Stockholder Representative and Parent. Any such fees and expenses payable by the Stockholder Representative shall be paid from the Stockholder Representative Expense Fund to the extent available.

Appears in 1 contract

Samples: Merger Agreement (Alliqua BioMedical, Inc.)

Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by the Stockholder Representative (on behalf of the Stockholders and Optionholders)Stockholder, on the one hand, and by Parent, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Stockholder Representative or Parent, respectively, bears to the aggregate amount actually contested by the Stockholder Representative and Parent. Any such fees and expenses payable by the Stockholder Representative shall be paid from the Stockholder Representative Expense Fund to the extent available.

Appears in 1 contract

Samples: Merger Agreement (SRAX, Inc.)

Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by the Stockholder Representative (on behalf of the Stockholders and OptionholdersEffective Time Holders), on the one hand, and by Parent, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Stockholder Representative or Parent, respectively, bears to the aggregate amount actually contested by the Stockholder Representative and Parent. Any such fees and expenses payable by the Stockholder Representative shall be paid from the Stockholder Representative Expense Fund to the extent available.

Appears in 1 contract

Samples: Merger Agreement (Harvard Bioscience Inc)

Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by the Stockholder Holder Representative (on behalf of the Stockholders and OptionholdersStockholders), on the one hand, and by ParentBuyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Stockholder Holder Representative or ParentBuyer, respectively, bears to the aggregate amount actually contested by the Stockholder Holder Representative and Parent. Any such fees and expenses payable by the Stockholder Representative shall be paid from the Stockholder Representative Expense Fund to the extent availableBuyer.

Appears in 1 contract

Samples: Merger Agreement (Ideanomics, Inc.)

Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by the Stockholder Equityholder Representative (on behalf of the Stockholders and OptionholdersEquityholders), on the one hand, and by Parent, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Stockholder Equityholder Representative or Parent, respectively, bears to the aggregate amount actually contested by the Stockholder Equityholder Representative and Parent. Any such fees and expenses payable by the Stockholder Representative shall be paid from the Stockholder Representative Expense Fund to the extent available.

Appears in 1 contract

Samples: Merger Agreement (Eastside Distilling, Inc.)

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Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by the Stockholder Representative (on behalf of the Stockholders and Optionholders)Representative, on the one hand, and by Parent, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Stockholder Representative or Parent, respectively, bears to the aggregate amount actually contested by the Stockholder Representative and Parent. Any such fees and expenses payable by the Stockholder Representative shall be paid from the Stockholder Representative Expense Fund to the extent available and, to the extent not available, by the Sellers.

Appears in 1 contract

Samples: Stock Purchase Agreement (Brady Corp)

Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by the Stockholder Member Representative (on behalf of the Stockholders and Optionholders), Member) on the one hand, and by ParentHoldings, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Stockholder Member Representative or ParentHoldings, respectively, bears to the aggregate amount actually contested by the Stockholder Member Representative and Parent. Any such fees and expenses payable by the Stockholder Representative shall be paid from the Stockholder Representative Expense Fund to the extent availableHoldings.

Appears in 1 contract

Samples: Merger Agreement (GigCapital2, Inc.)

Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by the Stockholder Shareholder Representative Group (on behalf of the Stockholders and OptionholdersShareholders), on the one hand, and by Parent, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Stockholder Shareholder Representative Group or Parent, respectively, bears to the aggregate amount actually contested by the Stockholder Shareholder Representative Group and Parent. Any such fees and expenses payable by the Stockholder Representative shall be paid from the Stockholder Representative Expense Fund to the extent available.

Appears in 1 contract

Samples: Merger Agreement (Isun, Inc.)

Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by the Stockholder Shareholder Representative (on behalf of the Stockholders and Optionholders), Shareholders) on the one hand, and by Parent, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Stockholder Shareholder Representative or Parent, respectively, bears to the aggregate amount actually contested by the Stockholder Shareholder Representative and Parent. Any such fees and expenses payable by the Stockholder Representative shall be paid from the Stockholder Representative Expense Fund to the extent available.

Appears in 1 contract

Samples: Agreement and Plan of Merger (GigCapital2, Inc.)

Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by the Stockholder Representative (on behalf of the Stockholders and Optionholders)Sole Stockholder, on the one hand, and by Parent, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Sole Stockholder Representative or Parent, respectively, bears to the aggregate amount actually contested by the Stockholder Representative and Parent. Any such fees and expenses payable by the Stockholder Representative shall be paid from the Stockholder Representative Expense Fund to the extent availableSole Stockholder.

Appears in 1 contract

Samples: Merger Agreement

Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by the Stockholder Representative (on behalf of the Stockholders and OptionholdersSeller Parties), on the one hand, and by Parent, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Stockholder Representative or Parent, respectively, bears to the aggregate amount actually contested by the Stockholder Representative and Parent. Any such fees and expenses payable by the Stockholder Representative shall be paid from the Stockholder Representative Expense Fund to the extent available.

Appears in 1 contract

Samples: Merger Agreement

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