Representative Reserve Fund Sample Clauses
Representative Reserve Fund. An amount in cash equal to One Million Three Hundred Thousand Dollars ($1,300,000.00) (the “Representative Reserve Fund”) will, except as otherwise provided below, be withheld from the Closing Merger Consideration at Closing and will be paid by Acquiror to the Representative pursuant to payment instructions delivered by the Representative to Acquiror; provided that any portion of the Representative Reserve Fund to be contributed by the Optionholders shall first be paid to the Surviving Corporation and after applicable withholding has been made with respect to such amounts, the applicable net amount shall be paid over to the Representative. The Representative Reserve Fund will be retained by the Representative and will be used by the Representative solely to (a) satisfy any potential payments to be made by Equityholders or the Representative hereunder, or (b) pay any expenses of the Representative in connection with its acting as the Representative pursuant to this Agreement. The Representative Reserve Fund will be retained by the Representative until such time as the Representative will determine in its sole discretion. At such time as the Representative determines to release the Representative Reserve Fund to the Equityholders, the Representative will pay the remaining balance (if any) of the Representative Reserve Fund as follows: (i) to the Paying Agent, such portion of the remaining balance of the Representative Reserve Fund payable to the Stockholders and Warrantholder, determined in accordance with Agreement and the Merger Payout Schedule (as updated pursuant to Section 1.15), and the Paying Agent shall promptly pay the Stockholders and Warrantholder such funds subject to and in accordance with Section 1.03, and (ii) to the Surviving Corporation, such portion of the remaining balance of the Representative Reserve Fund payable to the Optionholders, determined in accordance with this Agreement and the Merger Payout Schedule (as updated pursuant to Section 1.15), and Acquiror will cause the Surviving Corporation to pay the Optionholders such funds subject to and in accordance with Section 1.04(a). For tax purposes, the Representative Reserve Fund will be treated as having been received and voluntarily set aside by the Equityholders at the time of Closing, and, for the avoidance of doubt, any amounts released to the Optionholders pursuant to this Section 1.13 shall not be subject to additional withholding (other than any withholding made at Closing pursu...
Representative Reserve Fund. All amounts payable by the Shareholders pursuant to Sections 6(a)(vii), 6(a)(viii) or 6(b) above shall first be paid on behalf of the Shareholders out of the Representative Reserve Fund to the extent of available funds, and upon the Representative Reserve Fund being exhausted without full payment of such amounts, the Representative shall promptly notify BSVN and the Escrow Agent in accordance with the first sentence of Section 4(c) of this Agreement
Representative Reserve Fund. Contemporaneously with the effectiveness of the Share Acquisition, a portion of the Aggregate Acquisition Consideration in the amount of $20,000 (the “Representative Reserve Fund”) shall be paid by BSVN to the Representative for deposit in an account at the Bank thereby creating the Representative Reserve Fund. The Representative Reserve Fund shall be available through the expiration of the Escrow Claim Period to satisfy any costs and expenses the Representative incurs on behalf of the former holders of WBI Acquisition Shares under this Agreement (“Representative Expenses”) in connection with the Escrow Fund and any claims that might be asserted by BSVN under the Escrow Agreement. On the termination of the Escrow Agreement in accordance with the terms thereof, any Representative Reserve Fund balance not paid to satisfy any Representative Expenses shall be paid by the Representative to the former holders of the WBI Acquisition Shares in their respective Pro Rata Portion amounts.