Examples of Equityholder Representative Expense Fund in a sentence
Simultaneously with the Closing, the Equityholder Representative Expense Fund Amount shall be withheld from the Closing DateMerger Consideration otherwise payable in respect of the Common Shares, Warrants and Stock Appreciation Rights and deposited by Parent into a separate account designated by the Equityholder Representative (the "Equityholder Representative Expense Fund Account").
The amount so withheld from each Equityholder shall be equal to (i) the Equityholder Representative Expense Fund Amount multiplied by (ii) such Equityholder's Applicable Percentage as set forth on Final Schedule I.
At the Effective Time, Parent shall pay and (i) deliver to the Escrow Agent the Purchase Price Adjustment Escrow Amount in accordance with Section 2.10, (ii) deliver to the Escrow Agent the Tax Escrow Amount in accordance with Section 2.16, and (iii) deposit into the Equityholder Representative Expense Fund Account the Equityholder Representative Expenses Fund Amount in accordance with Section 2.11.
Notwithstanding anything to the contrary in this Section 2.2 or elsewhere in this Agreement, the right of each Stockholder (other than holders of Dissenting Shares) to receive payment of any portion of the Escrow Amounts and the Equityholder Representative Expense Fund Amount in respect of such Stockholder's Common Shares shall be a contingent right to receive any such payment in accordance with, and subject to, the applicable terms and provisions of this Agreement, including Section 2.7.
The amount so withheld from each Equityholder shall be equal to (i) the Equityholder Representative Expense Fund Amount multiplied by (ii) such Equityholder's Applicable Percentage as set forth on Final S chedule I.
As soon as reasonably determined by the Equityholder Representative that the Equityholder Representative Expense Fund is no longer required to be withheld, the Equityholder Representative shall distribute the remaining Equityholder Representative Expense Fund (if any) to the Escrow Agent, the Exchange Agent or Parent, as applicable, in each case for further distribution to the Indemnifying Holders.
The Equityholder Representative Expense Fund shall be held by the Equityholder Representative as agent and for the benefit of the Indemnifying Holders in a segregated client account and shall be used for the purposes of paying directly, or reimbursing the Equityholder Representative for, any Representative Expenses incurred pursuant to this Agreement or the Escrow Agreement.
At the Effective Time, Parent shall pay and (i) deliver to the Escrow Agent the Purchase Price Adjustment Escrow Amount in accordance with S ection 2.10, (ii) deliver to the Escrow Agent the Tax Escrow Amount in accordance withS ection 2.16, and (iii) deposit into the Equityholder Representative Expense Fund Account the Equityholder Representative Expenses Fund Amount in accordance with S ection 2.11.
Simultaneously with the Closing, the Equityholder Representative Expense Fund Amount shall be withheld from the Closing Date Merger Consideration otherwise payable in respect of theCommon Shares, Warrants and Stock Appreciation Rights and deposited by Parent into a separate account designated by the Equityholder Representative (the "Equityholder Representative Expense Fund Account").
But the only thing that matters and which is the cause of his deep joy is the fact that he left behind a living church in both places.Paul’s prayer of thanksgiving is all-inclusive.