Representative Reimbursement Amount Deposit Sample Clauses

Representative Reimbursement Amount Deposit. At the Closing, Parent shall make a cash payment to the Representative, by wire transfer of immediately available funds to an account designated by the Representative prior to the Closing Date, in an amount equal to the Representative Reimbursement Amount (as contemplated by Section 8.2). Promptly following the termination of the Representative's obligations pursuant to Section 8.2 hereof, the Representative shall make available to the Payments Administrator for distribution to the Company Holders and the Payments Administrator shall pay, in accordance with this ARTICLE II, the then-remaining amount of the Representative Reimbursement Amount, if any, to the Company Holders (the "Representative Release Amount").

Representative Reimbursement Amount Deposit. Promptly following the Closing, and without any act of any Company Stockholder, Parent shall deposit the Representative Reimbursement Amount with the Stockholders’ Representative (as defined in Section 7.7(a)), to be held by the Stockholders’ Representative for the payment of expenses incurred by the Stockholders’ Representative in performing its duties pursuant to this Agreement. For purposes of determining the reduction in the amount of Merger Consideration payable to each Company Stockholder pursuant to Section 1.6(a) or Section 1.6(d), as applicable, Parent will be deemed to have contributed with respect to each Company Stockholder, his, her or its Pro Rata Portion of the Representative Reimbursement Amount for retention by the Stockholders’ Representative. Any of the Representative Reimbursement Amount originally deposited with the Stockholders’ Representative at the Closing that has not been validly retained by the Stockholders’ Representative pursuant to the terms of this Agreement on or prior to the end of the period in which the Indemnified Parties may make claims for indemnification pursuant to Section 7.4(a) or, if later, the date on which all indemnification claims of the Indemnified Parties outstanding at the end of such period have been discharged in full, shall be returned by the Stockholders’ Representative (x) if on or prior to the fifteen month anniversary of the Closing Date, to the Exchange Agent for distribution by the Exchange Agent to the Company Stockholders, or (y) if thereafter, to the Company Stockholders, pro rata based on their respective rights to participate in receipt of the remaining funds, if any. Notwithstanding the delivery of any remaining portion of the Representative Reimbursement Amount to the Exchange Agent, such remaining portion shall not be available to satisfy any indemnification or other obligations to Parent hereunder.