Stockholder Representative Expense Fund definition

Stockholder Representative Expense Fund has the meaning set forth in Section 2.12.

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Stockholder Representative Expense Fund means $400,000 which shall be deposited with the Stockholder Representative specifically and exclusively to pay any obligations of the Company Escrow Parties for costs incurred by the Stockholder Representative for legal counsel, independent public accountants and other experts selected by it and other costs which it is entitled to reimbursement pursuant to Section 1.8(c).

Stockholder Representative Expense Fund has the meaning in Section 8.1(d).

Examples of Stockholder Representative Expense Fund in a sentence

Any such fees and expenses payable by the Stockholder Representative shall be paid from the Stockholder Representative Expense Fund to the extent available.
Upon any replacement of the Company Stockholder Representative, the Company Stockholder Representative being replaced shall transfer to the new Company Stockholder Representative the balance of any unexpended Company Stockholder Representative Expense Fund.
The Company Stockholder Representative Expense Fund will be used solely for the purposes of paying directly, or reimbursing the Company Stockholder Representative for, any third party expenses pursuant to this Agreement and the agreements ancillary hereto.
In no event shall Buyer or the Final Surviving Corporation (or any of their respective Affiliates) be obligated to reimburse the Company Stockholder Representative for any expenses payable from the Company Stockholder Representative Expense Fund.
The Company Stockholders will not receive any interest or earnings on the Company Stockholder Representative Expense Fund and irrevocably transfer and assign to the Company Stockholder Representative any ownership right that they may otherwise have had in any such interest or earnings.
For tax purposes, the Company Stockholder Representative Expense Fund will be treated as having been received and voluntarily set aside by the Company Stockholders at the time of Closing.
The Company Stockholder Representative will not be liable for any loss of principal of the Company Stockholder Representative Expense Fund other than as a result of its gross negligence or willful misconduct.
The Stockholder Representative shall have no responsibility or liability for any loss of principal of the Stockholder Representative Expense Fund other than as a result of its gross negligence or willful misconduct.
After Closing, Stockholder Representative may request, in writing together with reasonable documentation thereof, the payment of such expenses by Parent or the Surviving Corporation from the Stockholder Representative Expense Fund, and Parent or the Surviving Corporation shall promptly cause the payment of such expenses, in an aggregate amount not to exceed the Stockholder Representative Expense Fund.
The Representative Losses shall be satisfied: (i) from the Stockholder Representative Expense Fund; and (ii) to the extent the amount of the Representative Losses exceeds amounts available to Stockholder Representative under (i), from the Stockholders, severally and not jointly (in accordance with their Pro Rata Shares).

More Definitions of Stockholder Representative Expense Fund

Stockholder Representative Expense Fund has the meaning specified in Section 3.5.

Stockholder Representative Expense Fund means an amount of Stockholder Representative Expenses Fund in cash to be deposited in an account designated by the Stockholder Representative to be held and used by the Stockholder Representative in accordance with Section 7.6.

Stockholder Representative Expense Fund means the fund contemplated by Section 10.16(f) below.

Stockholder Representative Expense Fund means the Stockholder Representative Expense Amount less any disbursements therefrom.

Stockholder Representative Expense Fund means the Stockholder Representative Expense Fund Amount deposited with the Stockholder