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

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

Examples of Shareholder Representative Fund in a sentence

• At the Effective Time, Parent will deposit via wire transfer (a) the Closing Merger Consideration and the Shareholder Representative Fund Amount with the Shareholder Representative and (b) the Escrow Amount with the Escrow Agent.

• 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.

• 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 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.

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

• The Parties agree that the Shareholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Shareholder Representative Fund.

• Upon the delivery of the Shareholder Representative Amount to the Shareholder Representatives by Parent, the Shareholders, without action by them, shall be treated as having received from Parent such cash in accordance with their respective Pro Rata Portions of the Shareholder Representative Amount and then as having deposited such cash into the Shareholder Representative Fund.

• 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.

• 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.

More Definitions of Shareholder Representative Fund

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).

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