Equityholder Representative Expense Fund definition
Examples of Equityholder Representative Expense Fund in a sentence
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).
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.
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.
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").
Parent shall deposit up to an additional O▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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.
For tax purposes, the Equityholder Representative Expense Fund will be treated as having been received and voluntarily set aside by the Equityholders at the time of Closing.
The Company Equityholders will not receive any interest or earnings on the Equityholder Representative Expense Fund and irrevocably transfer and assign to the Equityholder Representative any ownership right that they may otherwise have had in any such interest or earnings.
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.
Parent shall, or cause the Surviving Corporation to, pay the applicable Closing RSU Amount and Additional RSU Amount, if any, to each applicable Equity Incentive Holder as soon as practicable after the Effective Time or such time as the Escrow Fund or Equityholder Representative Expense Fund is released, as applicable.
At the Closing, U.S. Parent shall pay the Equityholder Representative Expense Fund Amount by wire transfer of immediately available funds into an account designated in writing prior to the Closing by the Equityholder Representative (the “Equityholder Representative Expense Fund Account”).