Examples of Representative Holdback in a sentence
Parent hereby covenants and agrees that it shall pay for all costs and expenses incurred in connection with the prosecution, defense or settlement of the Litigation in excess of the Shareholder Representative Holdback Amount ("Excess Litigation Expenses"), and the principal amount of the Parent Notes shall be reduced by all such Excess Litigation Expenses that Parent pays.
The Shareholder Representative shall also have the sole power and authority to select and retain legal counsel and any other consultants as it deems necessary or proper for the prosecution, defense or settlement of the Litigation, to incur costs and expenses in connection therewith to be paid out of the Shareholder Representative Holdback Account, and to take any and all other actions it deems necessary or proper to resolve or settle the Litigation.
On the Effective Time, Merger Sub shall deposit Two Hundred and Fifty Thousand and 00/100 Dollars ($250,000.00) of the Merger Consideration (the “Equityholder Representative Holdback Amount”) by wire transfer of immediately available funds to the account specified by Equityholder Representative prior to the Closing.
Each Seller hereby authorizes the Sellers’ Representative to pay from the Representative Holdback Account on behalf of such Seller, and to the extent paid by the Sellers’ Representative from its own funds, obtain reimbursement from the Representative Holdback Account for, any fees, costs and expenses incurred by the Sellers’ Representative in the performance of its role as Sellers’ Representative hereunder (whether prior to or after the Closing).
The Representative is entitled to pay on behalf of the Sellers, and to the extent paid by the Representative from its own funds, obtain reimbursement for, any fees, costs and expenses incurred by the Representative in the performance of its duties hereunder (“Representative Expenses”) from the Representative Holdback Amount, and the Representative shall not use any portion of the Representative Holdback Amount for any other purpose.
The fees and expenses of the Independent Auditor shall be allocated to be paid by Buyer, on the one hand, and/or the Seller Representative (which amount may be paid from the Seller Representative Holdback), on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditor.
Subject to this Article III, each share of Series B Preferred issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 3.01(f) and the Dissenting Shares referred to in Section 3.03) shall be converted into the right to receive cash, without interest, in an amount equal to the Series B Preferred Per Share Merger Consideration (as reduced at the Closing by the Per Share Portion of the Escrow Amount and the Representative Holdback Amount).
Purchaser and/or the Surviving Company, on one hand, and the Stockholders and Optionholders (paid from the Equityholder Representative Holdback Amount to the extent available), on the other hand, shall each pay fifty percent (50%) of the fees, expenses and costs associated with establishing and maintaining the Escrow Account in accordance with this Agreement and the Escrow Agreement.
The Stockholder Representative will not be liable for any loss of principal of the Representative Holdback Amount.
If any of the Representative Holdback remains after the Representative has discharged its duties under this Agreement (the “Representative Holdback Surplus”), the Representative shall pay to each Stockholder an amount of the Representative Holdback Surplus in accordance with Section 2.11(c).