Stockholder Representative Escrow Fund definition

Stockholder Representative Escrow Fund has the meaning specified in Section 7.4(a).
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Stockholder Representative Escrow Fund means, as determined from time to time, the amount of any funds remaining in the Stockholder Escrow Fund, inclusive of any accrued interest.
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Stockholder Representative Escrow Fund has the meaning set forth in Section 2.5 of the Agreement.
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Examples of Stockholder Representative Escrow Fund in a sentence

  • The Stockholder Representative Escrow Fund shall be the sole and exclusive recourse and remedy of Stockholder Representative and Escrow Agent for payment of any such fees.

  • Any fees of Escrow Agent not already previously identified as Adjusted Current Liabilities relating to establishment of, transactions for, or termination of the Stockholder Representative Escrow Fund shall be payable by Stockholder Representative from the Stockholder Representative Escrow Fund.

  • Notwithstanding the foregoing, at the election of the Stockholder Representative, funds may be released from the Indemnity Escrow Fund and the Stockholder Representative Escrow Fund to satisfy the liability of the Company Stockholders to pay the Taxes described in the preceding sentence.

  • Any such fees and expenses payable by Stockholder Representative shall be paid from the Stockholder Representative Escrow Fund to the extent available.

  • The Stockholder Representative Escrow Fund shall be in existence immediately following the Effective Time and shall terminate, and, subject to the provisions of Section 8.3(f), all shares of Parent Common Stock and other property remaining in the Stockholder Representative Escrow Fund shall be distributed to Company Stockholders, at 5:00 p.m., P.D.T. on the expiration of the Escrow Period (including any extensions thereof pursuant toSection 8.2(c).

  • The Stockholder Representative shall have sole control of withdrawals from, or other decisions with respect to, the Stockholder Representative Escrow Fund in accordance with Section 10.1.

  • Each full-time member shall be assigned an uninterrupted thirty (30) minute lunch period, during which time that faculty member has no duty requirements.

  • The Stockholder Representatives shall establish such terms and procedures for administering, investing and disbursing any amounts from the Stockholder Representative Escrow Fund as they may determine in their reasonable judgment to be necessary, advisable or desirable to give effect to the provisions of this Agreement.

  • The Stockholder Representative Escrow Fund shall be in existence immediately following the Effective Time and shall terminate, and, subject to the provisions of Section 8.3(f), all shares of Parent Common Stock and other property remaining in the Stockholder Representative Escrow Fund shall be distributed to Company Stockholders, at 5:00 p.m., P.D.T. on the expiration of the Escrow Period (including any extensions thereof pursuant to Section 8.2(c).

  • The Escrow Agent shall promptly deliver to the Company Stockholders any remaining shares of Parent Common Stock and other property held in the Stockholder Representative Escrow Fund upon the expiration of the Escrow Period (including any extensions thereof pursuant to Section 8.2(c)).


More Definitions of Stockholder Representative Escrow Fund

Stockholder Representative Escrow Fund has the meaning set forth in Section 1.7(a)(ii).
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Related to Stockholder Representative Escrow 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.

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

  • Holder Representative has the meaning specified in Section 11.1.

  • Seller Representative means Xxxxx Bank.

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

  • 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.

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

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

  • 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.

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

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

  • 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.

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

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

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • 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.

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

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.

  • Purchaser Representative means any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:

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

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.