Equityholder Representative Fund definition

Equityholder Representative Fund is defined in Section 8.2.

Equityholder Representative Fund means an amount in cash equal to $100,000.

Equityholder Representative Fund means an amount in cash specified in the Estimated Closing Date Statement. “Equity Incentive Plan” means the Inventus Solutions, Inc. 2014 Equity Incentive Plan.

Examples of Equityholder Representative Fund in a sentence

• For Tax purposes, the Equityholder Representative Fund will be treated as having been received and voluntarily set aside by the Equityholders at the time of Closing.

• At such time that the Equityholder Representative believes, in its sole discretion, that no such additional fees or expenses will be incurred and no such additional indemnification will be required, the Equityholder Representative will deposit with the Paying Agent for further distribution to the Equityholders all remaining funds from the Equityholder Representative Fund (the “Remaining Equityholder Representative Fund”) pursuant to the Paying Agent Agreement.

• The Equityholders will not receive any interest or earnings on the Equityholder Representative 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 “Additional Merger Consideration” shall be determined following the Closing as set forth in Section 2.8(d) and means (i) the amount, if any, payable to the Company Equityholders out of the Working Capital Escrow under Sections 2.8(d)(i) and 2.8(d)(ii) plus (ii) the amount, if any, payable to the Company Equityholders out of the Equityholder Representative Fund under Section 13.17(f).

• The Equityholder Representative Fund will be held or disbursed, in whole or in part, as determined in good faith by the Equityholder Representative.

• The Equityholder Representative Fund shall be available for the purpose of funding any expenses of the Equityholder Representative arising in connection with the administration of the Equityholder Representative’s duties under this Agreement after the Effective Time.

• The Equityholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Equityholder Representative Fund, and has no tax reporting or income distribution obligations.

• The Equityholder Representative Fund and Adjustment Escrow Amount shall consist of cash only.

• The Equityholder Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Equityholder Representative Fund other than as a result of its gross negligence or willful misconduct.

• The deposit of the Equityholder Representative Fund by Buyer to the Escrow Agent shall completely discharge Buyer’s obligations with respect to such amount, and in no event shall Buyer have any responsibility or liability whatsoever for the manner in which the Representative administers the Equityholder Representative Fund, or for causing or ensuring that all or any portion of the Equityholder Representative Fund is ultimately paid or distributed to the Equityholders.

More Definitions of Equityholder Representative Fund

Equityholder Representative Fund means an amount in cash equal to $100,000. “Escrow Agent” means U.S. Bank National Association.

Equityholder Representative Fund means initially $50,000.

Equityholder Representative Fund means an amount in cash specified in the Estimated Closing Date Statement.

Equityholder Representative Fund is defined in Section 10.2(l).