Examples of Representative Holdback Amount in a sentence
Until so surrendered and exchanged, each Unit shall represent solely the right to receive the Allocable Portion of the Closing Merger Consideration attributable to such Unit (less the portion of the Representative Holdback Amount attributable to such Unit), and any Additional Merger Consideration and/or Escrow Distribution into which it was converted pursuant to Section 1.02.
If at any time the Representative determines, in its sole discretion, to release all or a portion of the Representative Holdback Amount to the Stockholders and the Optionholders such payment shall be made in accordance with Section 1.07.
Notwithstanding the foregoing, the Closing Merger Consideration with respect to Unallocated Units (less the portion of the Representative Holdback Amount attributable to such Units) that is payable to holders who are not partners of the Company forU.S. federal income Tax purposes prior to the date of this Agreement shall be paid through the payroll system of the SurvivingCompany and/or its Subsidiaries in accordance with Section 3.02(d).
The Purchaser shall deliver, or cause to be delivered, the Representative Holdback Amount to the Representative by wire transfer of immediately available funds to the account designated by the Representative.
The Representative is entitled to pay on behalf of the Sellers, and to the extent paid by the Representative from its own funds, obtain reimbursement for, any reasonable out-of-pocket fees, costs and expenses incurred by the Representative in the performance of its duties hereunder (“Representative Expenses”) from the Representative Holdback Amount, and the Representative shall not use any portion of the Representative Holdback Amount for any other purpose.