Stockholder Representative Expense Fund Sample Clauses
The Stockholder Representative Expense Fund clause establishes a dedicated fund to cover the costs and expenses incurred by the stockholder representative in connection with post-closing matters, such as dispute resolution or administrative tasks. Typically, a portion of the merger or acquisition proceeds is set aside from the selling stockholders to create this fund, which the representative can draw upon as needed for legal fees, expert consultations, or other related expenses. This clause ensures that the stockholder representative has the necessary resources to fulfill their duties effectively, thereby protecting the interests of all selling stockholders and streamlining the post-closing process.
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Stockholder Representative Expense Fund. (a) On the Closing Date, the Stockholder Representative Expense Fund Amount shall be withheld from the aggregate Gross Merger Consideration otherwise payable in respect of Common Stock, Series A Preferred Stock, Series B Preferred Stock (if any share of Series B Preferred Stock is outstanding), Series C Preferred Stock, and Exchanged Options and deposited by Parent into a separate account (the “Stockholder Representative Expense Fund Account”) with the Stockholder Representative. The amount so withheld from each Company Equityholder shall be equal to such Company Equityholder’s Pro Rata Portion of the Stockholder Representative Expense Fund Amount. The Stockholder Representative shall hold the Stockholder Representative Expense Fund Amount and all amounts earned thereon pursuant to this Agreement. The Stockholder Representative is not providing any investment supervision, recommendations, or advice, and shall have no responsibility or liability for any loss of principal of the Stockholder Representative Expense Fund other than as a result of its gross negligence or willful misconduct. The Stockholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Stockholder Representative Expense Fund, and has no Tax reporting or income distribution obligations. The Company Equityholders will not receive any interest on the Stockholder Representative Expense Fund and assign to the Stockholder Representative any such interest. The Stockholder Representative will hold the Stockholder Representative Expense Fund Amount 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 Stockholder Representative Expense Fund Amount shall be distributed in accordance with Section 2.9(c). For tax purposes, the Stockholder Representative Expense Fund Amount will be treated as having been received and voluntarily set aside by the Company Equityholders at the time of Closing.
(b) Upon deposit into the Stockholder Representative Expense Fund Account, the Stockholder Representative Expense Fund shall be maintained by the Stockholder Representative and the Stockholder Representative shall have the right to (i) recover the Charges from the Stockholder Representative Expense Fund in accordance with Section 9.2, and (ii) otherwise use the Stockholder Representative Expense Fund as d...
Stockholder Representative Expense Fund. At the Closing, the Purchaser shall deposit or cause to be deposited with the Stockholder Representative, the Stockholder Representative Expense Amount (such amount less any disbursements therefrom, the “Stockholder Representative Expense Fund”) to be held by the Stockholder Representative for the purpose of funding any expenses of the Stockholder Representative arising in connection with the administration of the Stockholder Representative’s duties under this Agreement or the Escrow Agreement after the Effective Time. The Participating Securityholders will not receive any interest or earnings on the Stockholder Representative Expense Fund and irrevocably transfer and assign to the Stockholder Representative any ownership right that they may otherwise have had in any such interest or earnings. The Stockholder Representative will hold these funds separate from its corporate funds and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Stockholder Representative’s responsibilities, the Stockholder Representative will deliver any remaining balance of the Stockholder Representative Expense Fund to the Agent and the Company for further distribution to the Participating Securityholders in accordance with the Distribution Waterfall. For tax purposes, the Stockholder Representative Expense Fund will be treated as having been received and voluntarily set aside by the Participating Securityholders at the time of Closing.
Stockholder Representative Expense Fund. At the Closing, Parent shall deposit with the Agent the amount of the Stockholder Representative Expense Fund. Subject to Section 9.4(d)(vii), all deposits to and withdrawals from the Stockholder Representative Expense Fund shall be made by the Stockholder Representative.