Examples of Equityholder Representative Expense Fund in a sentence
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.
Parent shall have no Liability to any Equityholder for any amount disbursed to the Equityholder Representative Expense Fund pursuant to this Section 8.01(a).
Parent shall deposit up to an additional Oxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars ($100,000) in the Equityholder Representative Expense Fund, upon the Equityholder Representative’s request, which request shall not exceed $25,000 per fiscal quarter.
Simultaneously with the Closing, the Equityholder Representative Expense Fund Amount shall be withheld from the Closing Date Merger 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").
Such additional amounts deposited to the Equityholder Representative Expense Fund, i.e. any amounts in excess of the initial $25,000, shall reduce the amount of any unpaid Additional Payments.
The Equityholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Equityholder Representative Expense Fund and has no tax reporting or income distribution obligations hereunder.
The Equityholder Representative will not be liable for any loss of principal of the Equityholder Representative Expense Fund other than as a result of its gross negligence, willful misconduct, fraud or bad faith.
The Equityholder Representative will not be liable for any loss of principal of the Equityholder Representative Expense Fund other than as a result of its gross negligence or willful misconduct.
The Equityholder Representative shall deliver to the Payments Administrator, and the Purchaser shall instruct the Payments Administrator to promptly distribute, all other amounts released from the Equityholder Representative Expense Fund to the Company Equityholders entitled to such Additional Consideration, based on the Additional Per Share Consideration each such Company Equityholder is entitled to receive pursuant to Section 2.6(a), Section 2.8 or Section 2.9.
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").