Examples of Securityholder Representative Expense Amount in a sentence
Upon any replacement of the Company Securityholder Representative, the Company Securityholder Representative being replaced shall transfer to the new Company Securityholder Representative the balance of any unexpended Company Securityholder Representative Expense Amount.
The Company Securityholder Representative shall hold, invest, reinvest and disburse the Company Securityholder Representative Expense Amount in trust for all of the Company Equity Holders, and the Company Securityholder Representative Expense Amount shall not be used for any other purpose and shall not be available to Parent or any of its Subsidiaries to satisfy any claims hereunder.
The Company Securityholder Representative shall not be paid any fee for services to be rendered hereunder but shall be reimbursed on demand for reasonable out-of-pocket expenses incurred in the performance of the Company Securityholder Representative’s duties (including the reasonable fees and expenses of counsel) under this Agreement from the Company Securityholder Representative Expense Amount.
Upon the determination of the Company Securityholder Representative that retaining any portion of the Company Securityholder Representative Expense Amount is no longer necessary, the Company Securityholder Representative shall deliver any then-remaining portion of the Company Securityholder Representative Expense Amount to the Company Equity Holders in accordance with each Company Equity Holder’s pro rata share of the Estimated Merger Consideration as determined pursuant to Section 2.2(b)(ii).
The Escrow Agent shall hold the Securityholder Representative Expense Amount in its possession until requested from time to time by written notice from the Securityholder Representative to the Escrow Agent to make distributions from the Securityholder Representative Expense Amount as reimbursement for any amounts incurred by or otherwise owing to the Securityholder Representative (which request shall be accompanied by proper invoices or receipts).
The Securityholder Representative Expense Amount shall in no manner affect or impact the amount of the Escrow Amount.
No Indemnifying Party nor Indemnified Party shall have any right, title or interest to the Securityholder Representative Expense Amount and shall not make any claims against the Securityholder Representative Expense Amount under this Agreement or otherwise.
No bond shall be required of the Securityholder Representative, and the Securityholder Representative shall receive no compensation for its services, other than from the Securityholder Representative Expense Amount or as set forth in the Securityholder Representative Engagement Agreement.
The Securityholder Representative Expense Amount is solely for the use by the Securityholder Representative to pay any costs, fees and other expenses related to the performance by the Securityholder Representative of its duties and obligations hereunder, and the Securityholder Representative will not use the Securityholder Representative Expense Amount for its operating expenses or any other corporate purposes.
The portion of the Estimated Merger Consideration to be contributed on behalf of each Securityholder hereunder to the Securityholder Representative Expense Amount shall be based on the Securityholder’s Pro-Rata Portion.