IXX. Optionee acknowledges that the Shares shall be subject to certain transfer restrictions, rights of first refusal and co-sale set forth in that certain Fourth Amended and Restated Investor Rights Agreement, made as of August 1, 2003 by and among the Company, certain stockholders of the Company listed on the signatures pages thereto and the founders listed on the signature pages thereto, as such agreement is amended from time to time.
IXX. The following credit structure shall apply against the fees that would otherwise be owing to JPMorgan by a given Fund. If during the then immediately preceding four calendar quarters (e.g. during the four calendar quarters of 2006 as viewed at the end of the first quarter of 2007) a given Fund had paid to JPMorgan custody fees in excess of $15 million in the aggregate (e.g. $16 million in total for the four quarters of 2006), JPMorgan shall then credit the Fund (in accordance with the next sentence hereof) 50% of the difference (where a positive number) between (i) the custody fees owing by the fund for the then current calendar quarter (e.g. $4.4 million for the first quarter of 2006) and (ii) the average of the quarterly fees actually paid to JPMorgan by such Fund during the prior twelve calendar quarters (e.g. a $3 million average for the 12 calendar quarters of 2003- 20032005, which would equal a credit of $700,000). The credit amount so determined will be credited against the current month’s custody fees.
IXX. Each of the Vendors agrees that they have been given adequate time and opportunity to consult an independent legal adviser in respect of the terms and conditions of this agreement and that they understand and accept such terms and conditions. Share Purchase Agreement
IXX. XXX, L.P. HXXXXX.XXX, L.P. HXXXX.XXX GP, LLC, its general partner By: /s/ Mxxxxxx X. Xxxxx Name: Mxxxxxx X. Xxxxx Title: Chief Financial Officer TRIPADVISOR BUSINESS TRUST By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: Trustee, President and Chief Executive Officer, and not Individually THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee By: /s/ Mxxxxxxx Xxxxxx-Xxxxxxxx Name: Mxxxxxxx Xxxxxx-Xxxxxxxx Title: Assistant Treasurer
IXX. “IXX” shall mean individual retirement account or similar account created by a trust for the benefit of any individual or his beneficiaries in accordance with the provisions of Section 408 of the Code.
