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 means as defined in Section 10.11(c).
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Examples of Stockholder Representative Expenses in a sentence

  • Section 7.6(c) Stockholder Representative Expenses ......................................................................................

  • On the Closing Date, Parent shall pay to the Stockholder Representative or to such other Persons (and in such amounts) as may be designated by the Stockholder Representative, by wire transfer to an account or accounts designated by the Stockholder Representative in writing at least three Business Days prior to the Closing Date, immediately available funds in the amount of such Stockholder Representative Expenses and such amount shall be included in the Company Transaction Costs.

  • The Representative Expense Amount shall be available to pay directly, or reimburse the Stockholder Representative for, any Stockholder Representative Expenses, including the fees and costs of any professional advisors retained by the Stockholder Representative on behalf of the Indemnifying Parties.

  • In order to seek Stockholder Representative Expenses, the Stockholder Representative shall deliver a certificate (a “Stockholder Representative’s Certificate”) to the Escrow Agent at any time on or before the Survival Date.

  • Immediately prior to the Closing, the Company will deposit with the Escrow Agent the Stockholder Representative Expense Holdback, which shall serve as a source of funds for paying or reimbursing Stockholder Representative Expenses (as defined in Section 7.5(b).

  • For tax purposes, the Stockholder Representative Expenses Holdback Amount will be treated as having been received and voluntarily set aside by the Holders at the time of Closing.

  • 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 Company shall have deposited the Expense Fund on behalf of the Stockholders and Optionholders with an account established by the Stockholder Representative to fund the Stockholder Representative Expenses.

  • No amount shall be included on the Closing Balance Sheet with respect to liabilities for the Stockholder Representative Expenses.

  • The Stockholder Representative Expense Fund shall be used (a) for the purposes of paying directly or reimbursing the Stockholder Representative for any Stockholder Representative Expenses incurred pursuant to this Agreement, or (b) as otherwise determined by the Stockholder Representative.


More Definitions of Stockholder Representative Expenses

Stockholder Representative Expenses has the meaning set forth in Section 10.4.2.
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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 Holders’ Representative named in the first paragraph of this Agreement or any direct or indirect successor Holders’ Representative designated in accordance with Section 6.3.

  • 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 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.

  • 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 shall have the meaning set forth in Section 6.4(a).