Shareholder Representative Expense Amount definition

Shareholder Representative Expense Amount has the meaning given to such term in Section 3.3(b).

Shareholder Representative Expense Amount means $300,000.

Shareholder Representative Expense Amount has the meaning set forth in Section 2(c)(v) below.

Examples of Shareholder Representative Expense Amount in a sentence

• To the extent any expenses, fees or costs are incurred or paid in a currency other than U.S. dollars, the actual U.S. dollar amount that was funded by the Company into the Shareholder Representative Expense Amount or that was a Pre-Funded Amount (excluding any amount that remains unused on the consummation of the Casa Ley Sale and that is distributed from the joint account to the Company on such date in accordance with Section 3.3(b) below) shall be used in the calculation of the “Casa Ley Sale Expenses”.

• Shareholder Representative will not use the Shareholder Representative Expense Amount for any purposes other than as provided in this Agreement.

• The Shareholder Representative shall hold the Shareholder Representative Expense Amount paid to it at Closing in accordance with Section 2.3(b) to satisfy any obligations that may be owed by the Shareholders under this Agreement or otherwise in connection with the transactions contemplated hereby, or to satisfy any or to satisfy any costs, expenses, Liabilities, Taxes or other amounts that the Shareholder Representative may incur in connection with acting in such capacity under this Agreement.

• The Company shall pay fifty percent (50%) of the Specified Bonuses/Payments to the Persons set forth on Schedule 5.10 attached hereto as a Transaction Expense deducted from the Purchase Price (provided, however, that if such payments are made after Closing, then the Shareholders shall pay their share (based on their respective Distribution Percentages) of such amounts as a reduction to the Shareholder Representative Expense Amount.

• For Tax purposes, the Shareholder Representative Expense Amount will be treated as having been received by the Escrow Participating Shareholders and voluntarily set aside by the Escrow Participating Shareholders at the time of the Closing.

• All Shareholder Representative Expenses in excess of the Shareholder Representative Expense Amount shall be paid directly by the Indemnification Shareholders (in accordance with their respective Allocable Portions) to the Shareholder Representative.

• For the avoidance of doubt, while this section allows the Shareholder Representative to be paid from the Shareholder Representative Expense Amount, this does not relieve Sellers to promptly pay all of the Shareholder Representative’s fees and expenses as they are suffered or incurred, nor does it prevent the Shareholder Representative from seeking any remedies available to it at law or otherwise.

• The Shareholder Representative Expense Amount shall be held and used by the Shareholder Representative for its costs and expenses incurred in connection with its services as the Shareholder Representative under this Agreement.

• On behalf of Target Shareholders, Parent shall deposit the Shareholder Representative Expense Amount with Shareholder Representative, to be held as the Shareholder Representative Expense Fund.

• Any out-of-pocket costs and expenses reasonably incurred by the Shareholder Representative in connection with actions taken by the Shareholder Representative pursuant to the terms of this Section 8.5 (including the hiring of legal counsel and the incurring of reasonable legal fees and costs) (the “Shareholder Representative Expenses”) will be paid to the Shareholder Representative from the Shareholder Representative Expense Amount.

More Definitions of Shareholder Representative Expense Amount

Shareholder Representative Expense Amount means $500,000. “Shareholder Representative Expenses” has the meaning assigned to such term in Section 11.12(d). “Shareholder Representative Fund” has the meaning assigned to such term in Section 2.15(c). “Software” means any software or computer program, including firmware and other software embedded in hardware devices, whether in the form of source code, assembly code, script, interpreted language, instruction sets or binary or object code (including compiled and executable programs), and including any library, component or module of any of the foregoing, together with any related (i) default configuration and runtime files needed for the proper and complete operation of the Software, (ii) user or administrator documentation, training materials and other help files, and (iii) databases and database schema. With respect to source code, “Software” also includes (A) all code written in any programming language or scripting language, (B) developer documentation and diagrams, including those relating to algorithms, databases, APIs, classes or specifications, (C) header or interface definition files, (D) specifications, including database schema, (E) runtime and interpreted data and files used in the generation of the Software in distributable format, (F) performance metrics, bug and feature lists, and build, release and change control manifests, (G) testing, validation, verification and quality assurance materials, including unit tests, and (H) bug report/resolution and user support/resolution databases. “Solvent” has the meaning assigned to such term in Section 4.6. “Statement of Objections” has the meaning assigned to such term in Section 2.20(c)(ii). “Stock Option Plans” means the Company’s 2003 Stock Option Plan, as amended, and the Company’s 2014 Stock Option Plan. “Straddle Period” means any taxable period beginning on or before the Closing Date and ending after the Closing Date.

Shareholder Representative Expense Amount shall have the meaning set forth in Section 2.7. Exhibit 2.1 Execution Version

Shareholder Representative Expense Amount means U.S. dollars $250,000. “ Sponsor Investors ” shall have the meaning set forth in the Recitals.

Shareholder Representative Expense Amount means $750,000.

Shareholder Representative Expense Amount means U.S. dollars $250,000.

Shareholder Representative Expense Amount has the meaning set forth in Section 11.20(e).