Stockholder Representative Amount definition
Examples of Stockholder Representative Amount in a sentence
Such deposit of the Stockholder Representative Amount (less all applicable income and employment Tax withholdings) shall constitute an escrow fund (the “Stockholder Representative Fund”) to be governed by the terms set forth herein.
Finally, in no event shall the Company Stockholder Representative Amount and any interest and earnings earned thereon under this Agreement and the Escrow Agreement paid to the Company Stockholders exceed one million fifty thousand dollars ($1,050,000).
The Pro Rata Portion of the consideration comprising the Escrow Amount shall be deemed to be contributed to the Escrow Fund and the Pro Rata Portion of the consideration comprising the Stockholder Representative Amount (as reduced by all applicable income and employment Tax withholdings) shall be deemed to be contributed to the Stockholder Representative Fund with respect to each such Escrow Participant.
The parties hereto agree that the Escrow Participants are the owners of the cash in the Stockholder Representative Fund in accordance with their respective Pro Rata Portions of the Stockholder Representative Amount, except that, solely for this purpose, the Pro Rata Portion of each Optionholder shall be reduced by all applicable income and employment Tax withholdings made with respect to such Optionholder.
The preceding language is intended to ensure that the rights to the Escrow Amount, the Working Capital Escrow Amount and the Company Stockholder Representative Amount (and any interest and earnings earned on such amounts) are not treated as contingent payments without a stated maximum selling price under Section 453 of the Code and the Treasury Regulations promulgated thereunder.
Promptly after the Effective Time, Parent shall deposit with the Escrow Agent the Stockholder Representative Amount (less all applicable income and employment Tax withholdings) out of the Merger Consideration pursuant to Section 1.6 hereof and shall confirm such deposit with the Escrow Agent.
Notwithstanding any other provisions of this Agreement to the contrary, each Escrow Participant’s Pro Rata Portion of the Escrow Amount, the Sales Tax Escrow Amount, the Stockholder Representative Amount and the Closing Tax Amount shall be deposited into the Escrow Fund, the Sales Tax Escrow Fund, the Stockholder Representative Fund and the Closing Tax Escrow Fund as provided herein.
The arbitrator will be instructed that his or her determination cannot be lower than the Final Parent Amount (as adjusted, if at all) or higher than the Final Stockholder Representative Amount (as adjusted, if at all) and the determination of the arbitrator shall be final and binding on the parties.
The parties hereto agree that the Escrow Participants are the owners of the cash in the Stockholder Representative Fund in accordance with their respective Pro Rata Portions of the Stockholder Representative Amount, except that, solely for this purpose, the Pro Rata Portion of each Optionholder and SAR holder shall be reduced by all applicable income and employment Tax withholdings made with respect to such Optionholder or SAR holder, as applicable.
Upon the delivery of the Stockholder Representative Amount to the Stockholder Representative by Blackbaud, the Stockholders, without act by them, shall be treated as having received from Blackbaud such cash in accordance with their respective Pro Rata Share of the Stockholder Representative Amount and then as having deposited such cash into the Stockholder Representative Fund.