Shareholder Representative Expenses definition

Shareholder Representative Expenses shall have the meaning set forth in Section 8.10(b).

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Shareholder Representative Expenses means any loss, liability or expense of any nature incurred by the Shareholder Representative arising out of or in connection with the administration of its duties as the Shareholder Representative, including reasonable legal fees and other costs and expenses of defending or preparing to defend against any claim or liability in the premises, unless such loss, liability or expense is caused by the Shareholder Representative’s willful misconduct or gross negligence.

Shareholder Representative Expenses means all costs and expenses (including the reasonable fees and disbursements of attorneys, accountants and experts) that may be incurred by the Shareholder Representative in connection with his representation of the Seller Parties in connection with the establishment, operation or termination of the Escrow Account and the exercise of any of the rights and the seeking of any remedies that the Seller Parties may have under this Agreement. Shareholder Representative Expenses shall include, without limitation, all costs and expenses incurred by the Shareholder Representative in connection with (i) the distribution of Escrow Funds to the Seller Parties, (ii) the defense and resolution, by arbitration or settlement, of any Indemnification Claims that may be asserted by any of the Buyer Parties pursuant to Article VII hereof against the Escrow Amount, and (iii) the assertion and prosecution and resolution, by arbitration or settlement, of any Indemnification Claims that the Shareholder Representative may assert on behalf of the Seller Parties, against the Buyer Parties, or any of them, pursuant of Article VII hereof.

Examples of Shareholder Representative Expenses in a sentence

The Shareholder Representative shall make available to each Shareholder reasonable documentation of the Shareholder Representative Expenses.
Following the termination of the Escrow Period, the resolution of all Unresolved Claims and the satisfaction of all claims made by Indemnified Parties for Losses, the Shareholder Representative shall have the right to recover Shareholder Representative Expenses from the Escrow Fund prior to any distribution to the Shareholders, and prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth the Shareholder Representative Expenses actually incurred.
The Shareholder Representative shall have the right to withhold Shareholder Representative Expenses actually incurred from its distribution of the Escrow Fund to the Shareholders, provided that a certificate setting forth the Shareholder Representative Expenses actually incurred accompanies any such distribution.
Amounts in the Shareholder Representative Escrow Fund shall be reserved solely for the payment of any fees, costs or expenses incurred by or payable to the Shareholder Representative in performing its obligations hereunder ("Shareholder Representative Expenses") and shall not be available for any obligations under Section 1.11 or any indemnification obligations contained in Article VIII.
Notwithstanding the foregoing, the Shareholder Representative will be entitled to reimbursement of any amounts payable to the Shareholder Representative under Section 8.10(b) hereof including Shareholder Representative Expenses and Shareholder Representative Fees from the Shareholder Representative Escrow Amount.
Section 2.4 of the Amalgamation Agreement provides that at the Effective Time, certain of the shares of Purchaser Common Stock issued in the Amalgamation shall be delivered on behalf of the Holders to the Escrow Agent in order to secure the indemnification obligations of the Holders set forth in Article IX of the Amalgamation Agreement and in order to provide reimbursement of the Shareholder Representative Expenses set forth in Section 2.9 of the Amalgamation Agreement.
For the avoidance of doubt, while this section allows the Shareholder Representative to be paid from the Holdback Fund, this Section 8.6(c) shall not limit the obligation of any Indemnifying Party to promptly pay such Shareholder Representative Expenses as they are incurred, to the extent the Expense Fund is insufficient or unavailable.
Notwithstanding anything herein to the contrary, the Shareholder Representative, at its option, may set off any amounts due under Section 8.10(b) including Shareholder Representative Expenses and the Shareholder Representative Fees against amounts otherwise payable to the holders of Company Stock, Options and Warrants from the Escrow Fund pursuant to the terms of this Agreement and the Escrow Agreement.
Provided the Shareholder Representative Certificate delivered by the Shareholder Representative complies with the requirements set out in this Section 8.8(b), the Escrow Agent shall promptly distribute to or as directed by the Shareholder Representative, to the extent such amount is then available in the Expense Escrow Fund, the aggregate amount of the Shareholder Representative Expenses set forth in such Shareholder Representative Certificate.
Prior to any such distribution, the Shareholder Representative shall deliver to the Escrow Agent a certificate setting forth the Shareholder Representative Damages and Shareholder Representative Expenses actually incurred.

More Definitions of Shareholder Representative Expenses

Shareholder Representative Expenses. Section 8.5(b) “Shareholder Written Consent” Recital F “Shelf Registration” Section 6.23 “Soliciting Materials” Section 6.8(b)

Shareholder Representative Expenses has the meaning set forth in §8(j).

Shareholder Representative Expenses shall have the meaning set forth in Section 2.8(c) of this Agreement.

Shareholder Representative Expenses shall have the meaning set forth in Section 1.16(d).

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.