Examples of Holder Representative Fund in a sentence
In the event that the Joint Holder Representatives determine, in their sole and absolute discretion, that the Holder Representative Fund paid to the Joint Holder Representatives pursuant to Section 2.5 exceeds the Holder Representative Expenses, the Joint Holder Representatives shall pay such excess amount (the “Holder Representative Excess Amount”) to the Sellers in accordance with their Applicable Percentages.
The Holder Representative will not be liable for any loss of principal of the Holder Representative Fund other than as a result of its gross negligence or willful misconduct.
The foregoing indemnities will survive the Closing, the resignation or removal of the Holder Representative or the termination of this Agreement; provided, however, that, notwithstanding anything to the contrary in this Agreement, in no event shall the Holder Representative Fund Release Amount become payable to Buyer.
For tax purposes, the Holder Representative Fund will be treated as having been received and voluntarily set aside by the Pre-Closing Holders at the time of Closing.
A portion of the Common Per Share Closing Consideration shall be deposited into each of the Adjustment Escrow Fund, the Indemnity Escrow Fund and the Holder Representative Fund pursuant to Section 2.10(a).
A portion of the Closing Consideration payable to holders of Vested In-the-Money Options shall be deposited into each of the Adjustment Escrow Fund, the Indemnity Escrow Fund and the Holder Representative Fund pursuant to Section 2.10(a).
Representative Losses shall first be paid from any proceeds remaining in the Holder Representative Fund.
The sealant shall be a modified asphalt-fiber compound designed specifically for improving the strength and performance of the parent asphalt sealant.
As soon as practicable following the completion of the Holder Representative’s responsibilities, the Holder Representative will deliver any remaining balance of the Holder Representative Fund (the “Holder Representative Fund Release Amount”) to the Exchange Agent for further distribution to the Pre-Closing Holders; provided, however, that, notwithstanding anything to the contrary in this Agreement, in no event shall the Holder Representative Fund Release Amount become payable to Buyer..
The Effective Time Holders shall not receive interest or other earnings on the Holder Representative Fund and the Effective Time Holders irrevocably transfer and assign to the Holder Representative any ownership right that they may have in any interest that may accrue on funds held in the Holder Representative Fund.