Stockholder Representative Expenses definition

Stockholder Representative Expenses shall have the meaning assigned to it in Section 7.6(c).
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Stockholder Representative Expenses has the meaning specified in Section 3.5.
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Stockholder Representative Expenses has the meaning set forth in Section 10.4.2.
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Examples of Stockholder Representative Expenses in a sentence

  • Any loss, liability or expense incurred without negligence or bad faith on the part of the Stockholder Representative and arising out of or in connection with the acceptance or administration of the Stockholder Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative, shall be referred to herein as "Stockholder Representative Expenses".

  • Notwithstanding the foregoing, the Stockholder Representative's right to recover Stockholder Representative Expenses shall not prejudice Parent's right to recover the full amount of indemnifiable Losses that Parent is entitled to recover from the Escrow Fund.

  • The Representative Expense Amount shall be available to pay directly, or reimburse the Stockholder Representative for, any Stockholder Representative Expenses.

  • The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses.

  • At such time as any such pending claims of Parent are resolved, the Stockholder Representative shall be entitled to receive from the Indemnification Escrow Fund after the payment of claims of Parent and prior to the delivery to Company Stockholders of any shares of Parent Common Stock and other property held in the Indemnification Escrow Fund, that number of shares of Parent Common Stock remaining, if any, with a value equal to the remaining unpaid Stockholder Representative Expenses, if applicable.

  • It is reported that the contents of al‑Husayn's letter to the Shi'a of al‑Basra had already been betrayed to 'Ubaid Allah.

  • The TAT Stockholder Representative shall be entitled to recover from the TAT Stockholders on a pro rata basis all Stockholder Representative Expenses incurred in connection with the acceptance, performance or administration of its duties as the TAT Stockholder Representative hereunder and shall be entitled, in its reasonable discretion, to offset any amounts payable by the TAT Stockholder Representative to such TAT Stockholders on account of such Stockholder Representative Expenses.

  • The MCNC Stockholder Representative shall be entitled to recover from the MCNC Stockholders on a pro rata basis all Stockholder Representative Expenses incurred in connection with the acceptance, performance or administration of its duties as the MCNC Stockholder Representative hereunder and shall be entitled, in its reasonable discretion, to offset any amounts payable by the MCNC Stockholder Representative to such MCNC Stockholders on account of such Stockholder Representative Expenses.

  • The Representative Expense Amount shall be available to reimburse the Stockholder Representative for any Stockholder Representative Expenses.

  • For the avoidance of doubt, while this section allows the Stockholder Representative to be paid from the Escrow Fund, this Section 7.5(b) shall not limit the obligation of any Seller Indemnifying Party to promptly pay such Stockholder Representative Expenses as they are incurred, nor does it prevent the Stockholder Representative from seeking any remedies available to it at law or otherwise.


More Definitions of Stockholder Representative Expenses

Stockholder Representative Expenses means as defined in Section 10.11(c).
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Stockholder Representative Expenses shall have the meaning set forth in Section 8.4(d).
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Stockholder Representative Expenses shall have the meaning specified in Section 14.17.3 of the Agreement.
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Stockholder Representative Expenses means (i) any reasonable out-of-pocket fees and expenses incurred by the Stockholder Representative in the determination, review, dispute or approval of any Claim Notices, and (ii) any other reasonable out-of-pocket fees and expenses incurred by the Stockholder Representative in carrying out its duties under or relating to the Merger Agreement or this Escrow Agreement.
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Related to Stockholder Representative Expenses

  • 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.

  • Holder Representative has the meaning specified in Section 11.1.

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

  • 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.

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

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

  • Seller Representative means Xxxxx Bank.

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

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

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

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

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

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

  • Seller Representatives has the meaning set forth in Section 5.8(a).

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Underwriters’ Representative means the managing underwriter, or, in the case of a co-managed underwriting, the managing underwriter designated as the Underwriters' Representative by the co-managers.

  • Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).

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

  • Non-Lead Securitization Noteholder Representative shall have the meaning assigned to such term in the definition of “Non-Lead Securitization Noteholder”.

  • Lenders’ Representative means the person duly authorised by the Senior Lenders to act for and on behalf of the Senior Lenders with regard to matters arising out of or in relation to this Agreement, and includes his successors, assigns and substitutes;

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).

  • Advisory Representative means any Supervised Person, who in connection with his or her regular functions or duties, normally makes, participates in, or otherwise obtains current information regarding the Purchase or Sale of a Security by the Firm, or whose functions relate to the making of any recommendations with respect to such purchases or sales, and any natural Person in a Control relationship to the Firm who obtains information concerning recommendations made concerning a Purchase or Sale of a Security. This definition includes but is not limited to the following: partner, officer, Manager, investment person, Portfolio Manager and any other Supervised Person of the Firm designated as an “Advisory Representative” from time to time by the Review Officer.

  • Partnership Representative has the meaning set forth in Section 5.2(a).

  • Buyer Representatives means the Buyer's accountants, counsel, environmental consultants, financial advisors and other authorized representatives.