Representative Amount. Concurrent with the Effective Time, the Parent shall deduct from the Merger Consideration due to the Escrow Securityholders in accordance with the Escrow Securityholders Side Letter, an aggregate amount equal to $1,000,000 or such higher amount as the Representative may designate in writing to the Company and the Parent at least five (5) Business Days prior to the Closing, and such amount shall be delivered by the Parent to the Representative, on behalf of the Escrow Securityholders, at the Closing by wire transfer of immediately available funds to the account(s) designated by the Representative, to satisfy potential future obligations of the Escrow Securityholders to the Representative, including expenses of the Representative arising from the defense or enforcement of claims pursuant to Sections 1.09 and 10.01 (such amount, in the aggregate, the “Representative Amount”). The Representative Amount shall be retained in whole or in part by the Representative for such time as the Representative shall determine in its sole discretion. If the Representative shall determine in its sole discretion to return all or any portion of the Representative Amount to the Escrow Securityholders, it shall deposit such amount with the Paying Agent, for the benefit of the Escrow Securityholders (and any recipients pursuant to Section 10.04), which shall promptly distribute to each Escrow Securityholder its pro rata portion thereof (after deductions for payments pursuant to Section 10.04) based on its Escrow Percentage; provided that to the extent an Escrow Securityholder is a holder of In-the-Money Options, the Representative may deposit with the Surviving Company any portion of such amount payable to such holder of In-the-Money Options, and the Parent shall cause the Surviving Company, through the Surviving Company’s payroll system, on the first normal payroll date of the Surviving Company following such deposit (and in any event within three (3) Business Days following such deposit), to distribute to each such holder the amount specified in instructions received from the Representative and, in such circumstances, the amount deposited with the Paying Agent shall be reduced accordingly.
Representative Amount. At the Closing, CHC shall deposit, or cause to be deposited, with the Members’ Representative, by wire transfer of immediately available funds to an account designated by the Members’ Representative prior to Closing, $50,000 (the “Representative Amount”). The Representative Amount shall be used for the purposes set forth in Section 7.5. The Representative Amount will be deducted from the payments that would otherwise be payable to the Skyline Members on a pro rata basis as shown in Section 1.7(d) of the Consideration Spreadsheet. To the extent any amount becomes payable out of the Representative Amount to the Skyline Members pursuant to Section 7, the Members’ Representative shall cause such amount to be paid to the Skyline Members on a pro rata basis as shown in Section 1.7(d) of the Consideration Spreadsheet.
Representative Amount. Concurrent with the Effective Time, Parent shall deduct from the Merger Consideration due to the Securityholders, an aggregate amount equal to $300,000, and such amount shall be delivered by Parent to the Representative, on behalf of the Securityholders, at the Closing by wire transfer of immediately available funds to the account(s) designated by the Representative, to satisfy potential future obligations of the Securityholders to the Representative, including expenses of the Representative arising from the defense or enforcement of claims pursuant to Sections 1.09 and 11.01 (in the aggregate, the “Representative Amount”). The Representative Amount shall be retained in whole or in part by the Representative for such time as the Representative shall determine in its sole discretion. If the Representative shall determine in its sole discretion to return all or any portion of the Representative Amount to the Securityholders, it shall distribute to each Securityholder its pro rata portion thereof based on its Pro Rata Percentage; provided that to the extent a Securityholder is a holder of In-the-Money Options, the Representative may deposit with the Surviving Company any portion of such amount payable to such holder of In-the-Money Options, and Parent shall cause the Surviving Company, through the Surviving Company’s payroll system, on the first normal payroll date of the Surviving Company following such deposit (and in any event within three (3) Business Days following such deposit), to distribute to each such holder the amount specified in instructions received from the Representative and, in such circumstances, the amount distributed to the other Securityholders shall be reduced accordingly.
Representative Amount. At the Closing, CHC shall deposit, or cause to be deposited, with the Stockholders’ Representative, by wire transfer of immediately available funds to an account designated by the Stockholders’ Representative prior to Closing, $200,000 (the “Representative Amount”). The Representative Amount shall be used for the purposes set forth in Section 7.5 and may be increased or decreased from time to time pursuant to the agreement of the VNC Stockholders with the Stockholders’ Representative. The Representative Amount will be deducted from the payments to the VNC Stockholders and the bonus recipients under Section 4.4A on a pro rata basis as shown on Schedule 1.8(e) of the Consideration Spreadsheet. To the extent any amount becomes payable out of the Representative Amount to the VNC Stockholders and the bonus recipients under Section 4.4(b) pursuant to Section 7.6, the Stockholders’ Representative shall cause such amount to be paid to the Paying Agent for distribution to the VNC Stockholders on a pro rata basis as shown on Schedule 1.8(e) of the Consideration Spreadsheet.
Representative Amount. Concurrent with the Effective Time, the Parent shall (a) deduct from the Merger Consideration otherwise due pursuant to Section 2.01(a) and the Blocker Closing Payment Amount otherwise due pursuant to Section 1.1 of the Blocker Purchase Agreements, a portion of the Merger Consideration in an aggregate amount equal to $250,000, or such higher amount as the Representative may designate in writing to the Company and the Parent at least five (5) Business Days prior to the Closing, and (b) deliver such amount to the Representative, on behalf of the Securityholders, at the Closing by wire transfer of immediately available funds to the account(s) designated by the Representative, to satisfy potential future obligations of the Securityholders to the Representative, including expenses of the Representative arising from the defense or enforcement of claims pursuant to Sections 1.09, 8.02 and 10.01 (in the aggregate, the “Representative Amount”). Each Securityholder’s pro rata portion of the Representative Amount that is delivered to, and held by, the Representative on behalf of each Securityholder shall be determined based on such Securityholder’s Pro Rata Percentage. The Representative Amount shall be retained in whole or in part by the Representative for such time as the Representative shall determine in its sole discretion, at which time the Representative shall deposit the remaining amounts with the Paying Agent, for the benefit of the Securityholders, which shall promptly distribute to the Securityholders their Pro Rata Percentages of any remaining amounts distributed under this Section 1.05.
Representative Amount. The Representative Amount shall be held and used by the Representative to satisfy potential future obligations of the Representative and/or the Company Securityholders to the Representative. The Representative Amount shall be retained in whole or in party by the Representative until the Representative reasonably determines that the Representative Amount is no longer required to be withheld. The Representative is not providing any investment supervision, recommendations or advice and shall have not responsibility or liability for any loss of principal of the Representative Amount other than as a result of his, her or its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Amount, and has no tax reporting or income distribution obligations hereunder. If the Representative shall reasonably determine to release all or any portion of the Representative Amount to the Company Securityholders, it shall pay to the Paying Agent such amounts for further distribution to the Company Securityholders in accordance with their respective Pro Rata Portions and the Distribution Procedures.
Representative Amount. Of the Aggregate Cash Amount, an amount equal to $1,000,000 (the “Representative Amount”) (less any applicable Tax withholdings) shall be transferred by Parent at the Closing to the Stockholders’ Representative. The Representative Amount shall be paid or distributed pursuant to Section 13.02.
Representative Amount. Parent shall be deemed to have paid each Stockholder his, her or its respective share of the Representative Amount, determined in accordance with the Allocation Schedule, and then each Stockholder shall be deemed to have voluntarily contributed such amount to the Stockholders’ Representative Retention Account.
Representative Amount. Concurrent with the Closing, Acquiror shall deliver from the Closing Merger Consideration to the Member Representative (on behalf of the Members) $300,000, by wire transfer of immediately available funds to the account(s) designated by the Member Representative, to satisfy potential future obligations of the Member Representative and/or the Selling Equityholders to the Member Representative, including expenses of the Member Representative arising from the defense or enforcement of claims pursuant to Sections 8.8 and 9.1 (in the aggregate, the "Representative Amount"). The Representative Amount shall be retained in whole or in part by the Member Representative for such time as the Member Representative shall determine in its sole discretion, but all remaining Representative Amount must be released following the release of the Indemnification Escrow Fund and resolution of any pending claims against any Selling Equityholder. Subject to the preceding sentence, when the Member Representative determines in its sole discretion that it no longer needs any portion of the Representative Amount for its duties hereunder, the Member Representative shall return such portion of the Representative Amount to the Members by depositing such amount with the Paying Agent, for the benefit of the Selling Equityholder, which shall promptly distribute to each Selling Equityholder, pro rata based on each such Selling Equityholder's Percentage.
Representative Amount. Concurrent with the Effective Time, the Parent shall deduct from the Purchase Price the Representative Amount and deliver the Representative Amount to the Representative by wire transfer of immediately available funds to the account(s) designated by the Representative, to satisfy potential future obligations of the Securityholders, including expenses of the Representative arising from the defense or enforcement of claims pursuant to Sections 1.08, 8.02 or 10.01. The Representative Amount shall be retained by the Representative for such time as the Representative shall determine in his sole discretion. If the Representative shall determine in his sole discretion to return all or any portion of the Representative Amount to the Securityholders, he shall do so to each Securityholder based on its Pro Rata Percentage.
