Representative Fund Consideration definition

Representative Fund Consideration means the aggregate number of shares of Parent Common Stock deposited with the Escrow Agent on behalf of the Company Stockholders at the Effective Time for purposes of payment of Representative costs and expenses in accordance with the terms and subject to the conditions of this Agreement and the Escrow Agreement.
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Representative Fund Consideration shall equal the difference obtained by subtracting (i) the sum of (A) the amount of cash paid from the Representative Fund to Buyer pursuant to Section 2.10(c) and for costs and expenses incurred by or on behalf of the Stockholders’ Representative, in its capacity as such, including all costs and expenses incurred in connection with any pending or threatened dispute or claim with respect to this Agreement, any document, agreement or instrument entered into in connection with this Agreement, or the transactions contemplated hereby or thereby, plus (B) the aggregate amount of Post-Closing Related Payroll Taxes paid or payable to the Buyer or its Affiliates from the Representative Fund pursuant to the provisions of this Agreement, from (ii) the Representative Fund.
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Representative Fund Consideration means the aggregate amount payable (if any) in cash to the Company Stockholders pursuant to Section 2.10(a).
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Examples of Representative Fund Consideration in a sentence

  • Any other portions of an Optionholder’s aggregate Option Consideration relating to the right to receive the Per Share Seller Representative Fund Consideration shall be due as and when payable in accordance with the terms of this Agreement.

  • From and after the Effective Time, the holders of certificates formerly evidencing ownership of the shares of Company Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as otherwise provided for herein (including the right to receive the portion of the Closing Consideration, Escrow Consideration and Representative Fund Consideration as provided pursuant to Section 2.1(a) hereof) or by Applicable Law.

  • This is an important Exercise that includes humanitarian aid, civil defense activities and the involvement of military units to conduct relief operations.

  • At least thirty (30) days prior to the Representative Fund Release Date, the Stockholders’ Representative shall provide Buyer with written notice setting forth the remaining balance of the Representative Fund and the amount of Representative Fund Consideration payable to each Securityholder, including each Employee Option Holder and Former Employee Option Holder (without accounting for any reduction to the Representative Fund Consideration for any Post-Closing Related Payroll Taxes).

  • All shares of Parent Common Stock issued as Closing Consideration, Escrow Consideration, Representative Fund Consideration, Management Carve-Out Closing Consideration, Management Carve-Out Escrow Consideration and Management Carve-Out Representative Fund Consideration will be subject to restrictions on resale pursuant to applicable federal and state securities laws (collectively, "Transfer Restrictions").

  • Any otherportions of a Warrantholder’s aggregate Warrant Consideration relating to the right to receive the Per Share Seller Representative Fund Consideration shall be due as and when payable in accordance with the terms of this Agreement.

  • Graduates of the Academy will be offered employment as a Behavioral Health Specialist in a CSB program.

  • The Representative Fund Consideration shall be available to the Representative in addition to any amounts permitted to be paid to the Representative pursuant to Section 15 of this Agreement.

  • Parent shall not have any responsibility or liability for the manner in which the Representative uses the Representative Fund Consideration or any right or recourse to the Representative Fund Consideration.

  • The Representative Fund Consideration shall be used by the Representative solely for the payment of costs and expenses incurred by the Representative in connection with the performance of the Representative's duties and obligations hereunder and under the Escrow Agreement.

Related to Representative Fund Consideration

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

  • Representative Amount means an amount that is representative for a single transaction in the relevant market at the relevant time.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Contingent Consideration has the meaning set forth in Section 1.6.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Independent Consideration shall have the meaning as set forth in Section 2.14.

  • Base Consideration has the meaning set forth in Section 1.2.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Equity Consideration has the meaning set forth in Section 2.02.

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.