Common use of Representative Amount Clause in Contracts

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. 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 At the Closing, and such amount Parent shall be delivered by cause the Parent Paying Agent to deliver to the Representative, 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, Representative to satisfy potential future obligations of the Escrow Representative and/or the Securityholders to the Representative, including expenses of the Representative arising from the defense or enforcement of any claims pursuant to Sections 1.09 and 10.01 hereunder, but excluding any payments due under Section 2.10(a) (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 until the Representative shall determine reasonably determines that, in its sole and absolute discretion, the Representative Amount is no longer required to be withheld. If the Representative shall determine in its sole discretion shall, pursuant to the terms hereof, 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)Securityholders, 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 PercentagePro Rata Share thereof; provided that to the extent an Escrow 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 in respect of its In-the-the- Money Options, and the Parent shall cause the Surviving Company, Company to distribute such amount to each such Securityholder through the Surviving Company’s payroll system, system (or directly by the Surviving Company in respect of any In-the-Money Options held by an individual other than a current or former employee of any VH Company) on the first normal second regularly scheduled payroll date of the Surviving Company following such deposit (deposit. The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Representative Amount other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any event within three similar capacity in connection with the Representative Amount, and has no tax reporting or income distribution obligations hereunder unless otherwise required by Law. For Tax purposes (3) Business Days following such depositincluding withholding, employment and payroll Tax purposes), to distribute to each such holder the amount specified in instructions received from the Representative andAmount will be treated as having been received and voluntarily set aside by the Securityholders at the time of Closing, and the Parties agree to report (a) the Pro Rata Share of the Representative Amount of each holder of In-the-Money Options as income received on the Closing Date and (b) each Stockholder’s Pro Rata Share of the Representative Amount as additional consideration received in such circumstances, respect of its shares of Common Stock on the amount deposited with the Paying Agent shall be reduced accordinglyClosing Date.

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 LetterSecurityholders, an aggregate amount equal to One Hundred Thousand Dollars ($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 Closing100,000), 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 11.01 (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. The Securityholders will not receive any interest or earnings on the Representative Amount and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not be liable for any loss of principal of the Representative Amount other than as a result of its gross negligence or willful misconduct. The Representative will hold these funds 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. 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 deliver such amount with to the Paying Agent, Payments Administrator for the benefit of the Escrow Securityholders (and any recipients pursuant to Section 10.04), which shall promptly distribute further distribution to each Escrow Securityholder of its pro rata portion thereof (after deductions for payments pursuant to Section 10.04) based on its Escrow Pro Rata Percentage; provided that to the extent an Escrow a Securityholder is a holder of InCash-the-Money OptionsOut Options or MIP Participant, the Representative may shall deposit with the Surviving Company any portion of such amount payable to such holder of InCash-the-Money OptionsOut Options or MIP Participant, 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 as promptly as practicable following such deposit), to distribute to each such holder or participant the amount specified in instructions received from the Representative and, in such circumstances, the amount deposited with distributed to the Paying Agent other Securityholders shall be reduced accordingly. For tax purposes, the Representative Fund will be treated as having been received and voluntarily set aside by the Securityholders at the time of Closing.

Representative Amount. Concurrent with the Effective TimeClosing, the Parent Purchaser shall deduct from the Merger Consideration Provisional Purchase Price due to the Escrow Securityholders in accordance with the Escrow Securityholders Side Letter, Sellers 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, 630,000 and such amount shall be delivered by the Parent Purchaser to the Sellers’ Representative, on behalf of the Escrow SecurityholdersSellers, at the Closing by wire transfer of immediately available funds to the account(s) designated by the Sellers’ Representative, to satisfy potential future obligations of the Escrow Securityholders Sellers’ Representative and/or the Sellers to the Sellers’ Representative, including expenses of the Sellers’ Representative arising from the defense or enforcement of claims pursuant to Sections 1.09 2.05 and 10.01 (such amount, in the aggregate, the “Sellers’ Representative Amount”). The Sellers will not receive any interest or earnings on the Sellers’ Representative Amount and irrevocably transfer and assign to the Sellers’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Sellers’ Representative will not be liable for any loss of principal of the Sellers’ Representative Amount other than as a result of its gross negligence or willful misconduct. The Sellers’ Representative will hold these funds 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. The Sellers’ Representative Amount shall be retained in whole or in part by the Sellers’ Representative for such time as the Sellers’ Representative shall determine in its sole discretion. If the Sellers’ Representative shall determine in its sole discretion to return all or any portion of the Sellers’ Representative Amount to the Escrow SecurityholdersSellers, it shall deposit such amount with promptly deliver to the Paying Agent, Payments Administrator for the benefit of the Escrow Securityholders (and any recipients pursuant to Section 10.04), which shall promptly distribute further distribution to each Escrow Securityholder Seller its pro rata portion thereof (after deductions for payments pursuant to Section 10.04) based on its Escrow PercentagePro Rata Share thereof; provided that to in the extent an Escrow Securityholder is a holder discretion of In-the-Money Optionsthe Sellers’ Representative, the Sellers’ Representative may deposit with the Surviving Company any portion of such amount payable make direct payments 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 one or more 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 circumstancesSellers of their respective Pro Rata Share thereof. For tax purposes, the amount deposited with Sellers’ Representative Amount will be treated as having been received and voluntarily set aside by the Paying Agent shall be reduced accordinglySellers at the time of Closing.

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 At the Closing, and such amount Parent shall be delivered by the Parent deliver to the Representative, Representative (on behalf of the Escrow Securityholders), at the Closing by wire transfer of immediately available funds to the account(s) designated by the RepresentativeRepresentative at least two (2) Business Days prior to the Closing Date, $[Redacted dollar amount] to satisfy potential future obligations of the Escrow Representative and/or the Securityholders to the Representative, including expenses of the Representative arising from the defense or enforcement of any claims pursuant to Sections 1.09 and 10.01 hereunder (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 until the Representative shall determine reasonably determines that, in its sole and absolute discretion, the Representative Amount is no longer required to be withheld. If the Representative shall determine in its sole discretion shall, pursuant to the terms hereof, 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 PercentagePro Rata Share thereof; provided provided, that to the extent an Escrow a Securityholder is was a holder of In-the-Money OptionsUnvested Time Options as of immediately prior to the Effective Time, the Representative may deposit with the Surviving Company any portion of such amount payable to such holder in respect of In-the-Money its Unvested Time Options, and the Parent shall cause the Surviving Company, Company to distribute such amount to each such Securityholder through the Surviving Company’s payroll system, system (or directly by the Surviving Company in respect of any Unvested Time Options held by an individual other than a current or former employee of the Company) on the first normal regularly scheduled payroll date of the Surviving Company following the time such deposit (time vesting hurdles are achieved. For all Tax purposes, the Representative Amount shall be treated as having been received and voluntarily set aside by the Securityholders at the time of Closing, after any withholding required by applicable Tax Law; provided, that any such withholding shall be applied against amounts payable to the Option Holders hereunder on the Closing Date and not against the Representative Amount. The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Representative Amount other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any event within three (3) Business Days following such deposit), to distribute to each such holder the amount specified similar capacity in instructions received from connection with the Representative andAmount, in such circumstances, the amount deposited with the Paying Agent shall be reduced accordinglyand has no tax reporting or income distribution obligations hereunder.