Examples of Stockholder Representative Expense Holdback Amount in a sentence
The parties agree that the Stockholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Stockholder Representative Expense Holdback Amount.
The Stockholder Representative will not be liable for any loss of principal of the Stockholder Representative Expense Holdback Amount other than as a result of its gross negligence or willful misconduct.
The holder of any In-the-Money Option shall also be entitled to any amounts that may be payable in respect of such Option from the Adjustment Escrow Account and the Stockholder Representative Expense Holdback Amount as provided in this Agreement and the Adjustment Escrow Agreement, at the respective times and subject to the contingencies specified herein.
The Company Stockholder will not receive any interest or earnings on the Stockholder Representative Expense Holdback Amount and irrevocably transfer and assign to the Stockholder Representative any ownership right that they may otherwise have had in any such interest or earnings.
Upon final resolution of all liabilities and obligations of the Company Stockholders and full reimbursement of all Charges of the Stockholder Representative as provided in the Merger Agreement, in each case, as determined in the Stockholder Representative’s sole discretion, the Stockholder Representative shall distribute any remaining portion of the Stockholder Representative Expense Holdback Amount to the Securityholder.
Securityholder understands that, pursuant to the terms of the Merger Agreement, Securityholder may never receive or be entitled to any portion of the Stockholder Representative Expense Holdback Amount.
In the event the remaining Stockholder Representative Expense Holdback Amount is at any time insufficient to satisfy the Charges, then Securityholder will be obligated to pay such deficit.
Any portion of the Stockholder Representative Expense Holdback Amount that is remaining upon completion of the Stockholder Representative’s duties hereunder shall be distributed by the Stockholder Representative to the holders of Shares and In-the-Money Options in accordance with their respective Fully Diluted Percentages.
For tax purposes, the Stockholder Representative Expense Holdback Amount shall be treated as having been received and voluntarily set aside by the Company Stockholder at the time of Closing.
The Company Stockholders will not receive any interest or earnings on the Stockholder Representative Expense Holdback Amount and irrevocably transfer and assign to the Stockholder Representative any ownership right that they may otherwise have had in any such interest or earnings.