Expense Cash Sample Clauses
Expense Cash. (a) The Expense Cash shall be deposited with the Securityholder Representative, to constitute an expense fund (the “Expense Fund”) and to be governed by the provisions set forth herein. The Expense Cash shall be available to reimburse the Securityholder Representative for any Securityholder Representative Expenses reasonably and actually incurred by the Securityholder Representative, or to satisfy any claims against the Indemnifying Parties hereunder if the Securityholder Representative shall determine there are sufficient funds for such purpose, and shall be released to the Indemnifying Parties and the Securityholder Representative, as the case may be, pursuant to the terms of this Section 10.3. As soon as reasonably determined by the Securityholder Representative that the Expense Cash is no longer required to be withheld, the Securityholder Representative shall deposit the remaining balance of the Expense Cash (if any) (the “Remaining Expense Fund Amount”) with the Payment Agent for further distribution to the Indemnifying Parties in accordance with their respective Pro Rata Portion of the Remaining Expense Fund Amount; provided, that, if there are any pending but unresolved indemnification claims of any Indemnified Parties, then all amounts shall remain in escrow and remain available for release to the Securityholder Representative until all indemnification claims have been finally resolved and the Securityholder Representative has been reimbursed in full for all Securityholder Representative Expenses reasonably and actually incurred and thereafter any remaining Expense Cash shall be released to the respective Indemnifying Parties (by the Surviving Corporation or the Payment Agent, as applicable) in proportion to their respective Pro Rata Portions. In the event such Securityholder Representative Expenses exceed the remaining amount in the Expense Fund, the Securityholder Representative shall be entitled to recover such Securityholder Representative Expenses: (i) following the expiration of each Escrow Period from the Indemnity Escrow Amounts otherwise distributable to or for the benefit of the Indemnifying Parties only at the time of distribution of such amounts (and not distributed or distributable to an Indemnified Party or subject to a pending indemnification claim of an Indemnified Party) pursuant to the terms hereof and of the Escrow Agreement, and such recovery will be made from the Indemnifying Parties according to their respective Pro Rata Porti...
Expense Cash. As promptly as practicable following the Closing (but in no event later than one Business Day following the Closing), Parent shall transfer, by wire transfer of immediately available funds, the Expense Cash to the Stockholders’ Representative for use as set forth in Article IX. For any portion of the Expense Cash released for the benefit of the Company Indemnitors, the Stockholders’ Representative shall pay the portion of the Expense Cash payable in respect of (1) Employee Company Options held by Specified Optionholders, to the Surviving Corporation for further payment to such Specified Optionholders through the Surviving Corporation and (2) Company Capital Stock and Company Warrants, to the Payment Agent for further distribution to such recipients, in each case, based on each Company Indemnitor’s respective Pro Rata Portion.
Expense Cash. As promptly as practicable following the Closing (but in no event later than one Business Day following the Closing), Parent shall transfer, by wire transfer of immediately available funds, the Expense Cash to the Stockholders’ Representative for use as set forth in Article IX. For any portion of the Expense Cash released for the benefit of the Company Indemnitors, the Stockholders’ Representative shall pay the portion of the Expense Cash payable in respect of the Company Capital Stock, Vested Company Options which are Non-Employee Company Options and Company Warrants, to the Payment Agent for further distribution to such recipients, and the portion of the Expense Cash payable in respect of Vested Company Options which are Employee Company Options shall be paid to the Surviving Corporation for further payment through the Surviving Corporation’s payroll processing system, in each case, based on each Company Indemnitor’s respective Pro Rata Portion.
Expense Cash. As promptly as practicable following the Closing (but in no event later than one Business Day following the Closing), Purchaser shall transfer, by wire transfer of immediately available funds, the Expense Cash to the Shareholders’ Representative for use as set forth in Article IX. For any portion of the Expense Cash released for the benefit of the Participating Sellers, the Shareholders’ Representative shall pay the portion of the Expense Cash payable in respect of (1) holders of Employee Company Options to the Company for further payment to such holders through the Company’s payroll processing system net of applicable Tax withholding and deductions (including, to the extent permitted by applicable Law, secondary class 1 (employer’s) National Insurance contributions and any equivalent Tax in any other jurisdiction) and (2) holders of Non-Employee Company Options, Company Capital Shares and Company Warrants, to the Payment Agent for further distribution to such recipients, in each case, based on each Participating Seller’s respective Pro Rata Portion.
Expense Cash. (a) The Expense Cash shall be deposited with the Securityholder Representative, to constitute an expense fund (the “Expense Fund”) and to be governed by the provisions set forth herein. The Expense Cash shall be available to pay directly or reimburse the Securityholder Representative for any Securityholder Representative Expenses or other third-party expenses reasonably and actually incurred by the Securityholder Representative, or to satisfy any claims against the Indemnifying Parties hereunder if the Securityholder Representative shall determine there are sufficient funds for such purpose, and shall be released to the Indemnifying Parties and the Securityholder Representative, as the case may be, pursuant to the terms of this Section 10.3. As soon as reasonably determined by the Securityholder Representative that the Expense Cash is no longer required to be withheld, the Securityholder Representative shall:
(b) prepare an updated version of the Closing Payment Spreadsheet (the “Expense Cash Release Payment Spreadsheet”). The Expense Cash Release Payment Spreadsheet shall set forth the following information in reasonable detail:
(i) All information specified in Sections 2.3(a)(i)-(iv) inclusive, as updated to reflect the release of the Remaining Expense Fund Amount; and
(ii) the amount of any portion of the Remaining Expense Fund Amount, payable to each Company Securityholder in accordance with the terms of the Governing Documents,