Shareholder Representative Fund definition

Shareholder Representative Fund shall refer to a separate account, administered by the Shareholder Representative, to be applied as needed to cover Shareholder Representative Expenses.

Shareholder Representative Fund shall have the meaning set forth in Section 8.8(a).

Shareholder Representative Fund has the meaning ascribed to it in Section 1.7(b)(ii).

Examples of Shareholder Representative Fund in a sentence

• The Shareholder Representative Fund, and any portions thereof, shall be disbursed and released in accordance with the terms of this Agreement and the Escrow Agreement.

• The Equityholders shall not receive interest or other earnings on amounts in the Shareholder Representative Fund.

• No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for his services; provided, however, that the Shareholder Representative shall be entitled to reimbursement of his expenses from the Shareholder Representative Fund.

• The Shareholder Representative shall have no responsibility or liability for any loss of principal of the Shareholder Representative Fund other than as a result of its gross negligence or willful misconduct.

• The Shareholder Representative Fund shall be withheld from each Shareholder’s portion of the Estimated Adjusted Net Merger Consideration based on each Shareholder’s Pro Rata Portion.

• The Shareholder Representative may instruct the Paying Agent to invest and handle the amounts of the Shareholder Representative Fund and any additional amounts so withheld by the Paying Agent as provided in this Section 7.6(g) until the allocation or payment thereof, as the case may be, according to its commercial reasonable discretion.

• The Shareholder Representative Fund shall be used to reimburse the Shareholder Representatives for their out-of-pocket fees and expenses and to pay other obligations to or of the Shareholder Representatives in connection with Section 9.3, or shall (to the extent not previously distributed to the Shareholder Representatives as provided for or subject to a claim by the Shareholder Representatives) be distributed to the Shareholders at such time, and in such manner, as the Shareholder Representatives direct.

• For example, should the items in dispute total in amount to One Thousand Dollars ($1,000) and the CPA Firm awards Six Hundred Dollars ($600) in favor of the Shareholder Representative’s position, sixty percent (60%) of the costs of its review would be borne by Parent and forty percent (40%) of the costs would be borne by the Shareholders from the Shareholder Representative Fund Amount.

• The Escrow Agent shall hold and invest the Shareholder Representative Fund in a segregated account to be invested in the same manner as the Escrow Fund.

• Nonprescription (over-the- counter) oral medication brought to the school-age program by a parent or guardian must be in the original packaging.

More Definitions of Shareholder Representative Fund

Shareholder Representative Fund means Five Hundred Thousand Dollars ($500,000.00).

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 Fund means an amount in cash equal to $350,000, to be deposited by Parent in accordance with Section 6.5(f).