Use and Disbursement of Payment Fund. The Shareholder Representative shall hold the Payment Fund on behalf of the Company Holders and use such funds for the sole purposes of (i) delivery of the Merger Consideration (less amounts withheld therefrom as the Sellers’ Expense Fund) to the Company Holders in accordance with the terms hereof, and (ii) establishing from the Closing Date Merger Consideration a reserve account (the “Sellers’ Expense Fund”), in an amount determined by the Shareholder Representative prior to the Closing, which may be increased from time to time from the amount of any Escrow Funds received by it (the “Sellers’ Expense Amount”), to pay actual or anticipated fees, expenses and other costs incurred by the Shareholder Representative for the benefit of the Company Holders on or after the Closing in connection with the transactions contemplated by this Agreement (including costs associated with the determination of the Merger Consideration and any investigation and resolution of indemnification claims and the fees and expenses of Xxxxxxxx & Xxxxx LLP payable in connection with the transactions contemplated by this Agreement). The Shareholder Representative shall have sole and exclusive authority to disburse and pay amounts placed into the Sellers’ Expense Fund consistent with the provisions of this Agreement. In no event shall Parent or any of its Affiliates or Representatives (including the Surviving Corporation and its Affiliates and Representatives after the Closing) have any liability or obligation to any Company Holder with respect to the Payment Fund or any application thereof or disbursement therefrom, or otherwise for any amount paid or disbursed to the Shareholder Representative pursuant to this Agreement, other than, (x) with respect to the Surviving Corporation, as to (and only as to) any portion of the Payment Fund delivered to the Surviving Corporation for disbursements to Company Holders following the Turnover Date pursuant to Section 2.5(d)(iii) or (y) with respect to Parent, as to (and only as to) any portion of the Payment Fund to be delivered by Parent to the Shareholder Representative for disbursement to Formerly Dissenting Holders pursuant to Section 2.2(b)(ii).
Use and Disbursement of Payment Fund. The Company shall hold the Estimated Payment Fund in a segregated account on behalf of the Stockholders and use such funds for the sole purposes of (i) delivery of the Cash Option Payment, and (ii) delivery of the Closing Per Share Amount in respect of Shares issued and outstanding immediately prior to Closing. The Stockholder Representatives shall hold the Additional Funds in a segregated account on behalf of the Stockholders and use such funds for the sole purposes of (x) the Additional Option Payment, and (y) delivery of the Additional Funds, if any, in accordance with the terms hereof.
Use and Disbursement of Payment Fund. The Stockholder Representative shall hold the Payment Fund in a segregated account on behalf of the Junior Stockholders and use such funds for the sole purposes of (i) paying Company Transaction Expenses, (ii) paying the Series C Preferred Redemption Amount to the holders of Series C Preferred Stock in accordance with this Section 2.5, (iii) delivery of the Merger Consideration to the Junior Stockholders in accordance with the terms hereof, and (iv) establishing (by withholding from the Merger Consideration) a reserve account (the "Reserve Account"), in any amount determined by the Stockholder Representative in its sole discretion (the amount so established, the "Reserve Amount"), to pay costs, fees and expenses incurred by or for the benefit of the Junior Stockholders on or after the Closing in connection with the transactions contemplated by this Agreement. The Stockholder Representative shall have sole and exclusive authority to disburse and pay amounts placed into the Reserve Account consistent with the provisions of this Agreement.
Use and Disbursement of Payment Fund. The Stockholder Representative shall hold the Payment Fund in a segregated account on behalf of the Company Holders and use such funds for the sole purposes of (i) delivery of the Merger Consideration (less amounts withheld therefrom as the Sellers’ Expense Fund) to the Company Holders in accordance with the terms hereof, and (ii) establishing from the Merger Consideration a reserve account (the “Sellers’ Expense Fund”), in any amount determined by the Stockholder Representative (the amount so established, the “Sellers’ Expense Amount”), to pay costs, fees and expenses incurred by or for the benefit of the Company Holders on or after the Closing in connection with the transactions contemplated by this Agreement. The Stockholder Representative shall have sole and exclusive authority to disburse and pay amounts placed into the Sellers’ Expense Fund consistent with the provisions of this Agreement.
