Shareholder Representative Expense Fund definition

Shareholder Representative Expense Fund means a fund totaling One Million dollars ($1,000,000) that shall be maintained as a separate account in the Escrow, which shall be established on the Closing Date.
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Shareholder Representative Expense Fund means an amount in cash equal to $300,000.
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Shareholder Representative Expense Fund has the meaning set forth in Section 2.11(c).
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Examples of Shareholder Representative Expense Fund in a sentence

  • Payments of the Option Consideration to employees and former employees of the Company (including payments in respect of distributions of amounts from the General Escrow Fund, Working Capital Escrow Fund and the Shareholder Representative Expense Fund) shall be remitted through the payroll system of the Company.

  • If, however, the adjustment results in a decrease to the Closing Purchase Price, the Companies shall pay the Buyer the amount of such difference in cash from the Shareholder Representative Expense Fund.

  • Until so surrendered, each outstanding Company Stock Certificate that prior to the Effective Time represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all purposes, to evidence only the right to receive upon such surrender the Per Share Amount for each of such shares pursuant to Section 2.06(a) (subject to the provisions hereof relating to the General Escrow Fund, Working Capital Escrow Fund and the Shareholder Representative Expense Fund).

  • Each of the Equityholders agrees that the Shareholder Representative shall be entitled to recover any indemnifiable amounts hereunder or other out-of-pocket costs and expenses reasonably incurred by the Shareholder Representative on demand in connection with actions taken by the Shareholder Representative pursuant to the terms hereof (including the hiring of legal counsel or advisors and the incurring of legal fees and other costs) from the Shareholder Representative Expense Fund.

  • Each former holder of a cancelled Company Option shall be entitled to receive in exchange therefor the Option Consideration less the portions of such cash amount to be deposited in the General Escrow Fund, Working Capital Escrow Fund and the Shareholder Representative Expense Fund pursuant to Section 2.08(d).

  • Any such fees and expenses payable by Shareholder Representative shall be paid from the Shareholder Representative Expense Fund to the extent available or, if not available, paid from the Escrow Funds.

  • The Shareholder Representative shall not be obligated to incur charges not covered by the Shareholder Representative Expense Fund.

  • At such time or times as the Shareholder Representative so instructs the Escrow Agent, in writing, Escrow Agent shall distribute amounts from the Shareholder Representative Expense Fund to the Seller Parties in proportion to their respective Pro Rata Equity Percentages.

  • The foregoing will be at the expense of such requesting Party (in the case of Shareholder Representative, at the expense of the Shareholders from the Shareholder Representative Expense Fund), except to the extent this Agreement otherwise allocates such expense to any other Party.

  • Prior to final disbursement in accordance with the preceding sentence, Shareholder Representative may make interim disbursements of the Shareholder Representative Expense Fund from time to time in its discretion to the Distribution Shareholders in accordance with their respective Distribution Percentages.


More Definitions of Shareholder Representative Expense Fund

Shareholder Representative Expense Fund means the Shareholder Representative Expense Amount, including any interest or other amounts earned thereon, and less any disbursements therefrom, to be held for the purpose of funding any expenses of Shareholder Representative arising in connection with the administration of Shareholder Representative’s duties in this Agreement after the Effective Time.
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Shareholder Representative Expense Fund means a fund to be established with the Escrow Agent, which shall not be part of the Indemnity Escrow Fund, to be used to reimburse the Shareholder Representative for expenses incurred by the Shareholder Representative in performing its duties hereunder (including legal fees and expenses related thereto).
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Shareholder Representative Expense Fund shall have the meaning given such term in Section 3.5(a).
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Related to Shareholder Representative Expense Fund

  • Stockholder Representative has the meaning set forth in the preamble.

  • Shareholder Representative has the meaning set forth in the preamble.

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • Shareholders’ Representative has the meaning set forth in the Preamble.

  • Expense Fund has the meaning set forth in Section 9.14(f).

  • Holder Representative has the meaning specified in Section 11.1.

  • Holders’ Representative means the representative of the Holders named in the preamble, until a successor Holders’ Representative shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Holders’ Representative” shall mean such successor Holders’ Representative.

  • Member Representative means an individual who can make OHP-related decisions for a member who is not able to make such decisions themselves.

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Holdback Amount has the meaning set forth in Section 2.1(c).

  • Indemnity Escrow Amount means $3,000,000.

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Note Holder Representative means a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative, as applicable.

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • Seller Representative means Xxxxx Bank.

  • Companion Loan Holder Representative With respect to each Serviced Companion Loan, any representative appointed by the related Companion Loan Holder.

  • Controlling Noteholder Representative shall have the meaning assigned to such term in Section 6(a).

  • Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(a).

  • Administrative Expense Cap An amount equal on any Payment Date (when taken together with any Administrative Expenses paid during the period since the preceding Payment Date or in the case of the first Payment Date, the period since the Closing Date), to the sum of (a) 0.025% per annum (prorated for the related Interest Accrual Period on the basis of a 360-day year and the actual number of days elapsed) of the Fee Basis Amount on the related Determination Date and (b) U.S.$250,000 per annum (prorated for the related Interest Accrual Period on the basis of a 360-day year consisting of twelve (12) 30-day months); provided that (1) in respect of any Payment Date after the third Payment Date following the Closing Date, if the aggregate amount of Administrative Expenses paid pursuant to Section 11.1(a)(i)(A), Section 11.1(a)(ii)(A) and Section 11.1(a)(iii)(A) (including any excess applied in accordance with this proviso) on the three immediately preceding Payment Dates and during the related Collection Periods is less than the stated Administrative Expense Cap (without regard to any excess applied in accordance with this proviso) in the aggregate for such three preceding Payment Dates, then the excess may be applied to the Administrative Expense Cap with respect to the then-current Payment Date; and (2) in respect of the third Payment Date following the Closing Date, such excess amount shall be calculated based on the Payment Dates preceding such Payment Date.

  • Escrow Cash is defined in Section 4.1(a).

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Partnership Representative has the meaning set forth in Section 5.2(a).

  • Non-Lead Securitization Noteholder Representative shall have the meaning assigned to such term in the definition of “Non-Lead Securitization Noteholder”.

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Non-Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(c).