Representative Expense Fund Amount definition
Examples of Representative Expense Fund Amount in a sentence
If, however, the Representative incurs expenses, in its capacity as the Representative, in an amount exceeding the Representative Expense Fund Amount, then the Representative shall be entitled to receive from the Sellers in accordance with their Pro Rata Shares an amount for the difference between the total expenses incurred by the Representative and the Representative Expense Fund Amount.
Once the Representative determines, in its sole discretion, that the Representative will not incur any additional expenses in its capacity as the Representative, then the Representative will distribute the remaining unused Representative Expense Fund Amount, if any, to the Sellers in accordance with their Pro Rata Shares.
The fees, costs and expenses of the Accounting Referee shall be borne by the Parties in proportion to the relative amount each Party’s determination has been modified, with any amount borne by the Representative to be paid out of the Representative Expense Fund Amount.
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.
The Escrow Agent shall hold the Holders’ Representative Expense Fund Amount and all interest and other amounts earned thereon in escrow pursuant to the Escrow Agreement.
At the Effective Time, Buyer shall pay the TopCo Sellers Representative Expense Fund Amount to the Sellers’ Representative, by wire transfer of immediately available funds to an account designated in writing by the Sellers’ Representative prior to the Closing.
Each TopCo Seller hereby severally and not jointly, indemnifies the Sellers’ Representative for such TopCo Seller’s Pro Rata Portion of any costs, fees and expenses incurred by Sellers’ Representative in excess of the TopCo Sellers Representative Expense Fund Amount arising out of its serving as the Sellers’ Representative hereunder.
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").
At the Closing, in accordance with Section 3.03, Parent shall withhold from deposit with the Paying Agent and deposit, in cash, with the Holder Representative an amount equal to the Holder Representative Expense Fund Amount on behalf of the Holders (in accordance with each Holder’s Pro Rata Share).
The term “Estimated Closing Consideration” means the Estimated Merger Consideration less (i) the Holdback Amounts and less (ii) the Representative Expense Fund Amount.