Common use of Representative Amount Clause in Contracts

Representative Amount. Concurrent with the Effective Time, the Parent shall deliver to the Representative (on behalf of the Securityholders) $200,000, or such higher amount as the Representative may designate in writing to the Company and the Parent at least five (5) Business Days prior to the Closing, by wire transfer of immediately available funds to the account(s) designated by the Representative, to satisfy potential future obligations of the Representative and/or the Securityholders to the Representative, including (x) expenses of the Representative incurred pursuant to Section 1.04 and (y) expenses of the Representative arising from the defense or enforcement of claims pursuant to Sections 1.09 and 10.01 (in the aggregate, the “Representative Amount”). The Representative Amount shall be retained in whole or in part by the Representative for such time as the Representative shall determine in its sole discretion. If the Representative shall determine in its sole discretion to return all or any portion of the Representative Amount to the Securityholders, it shall distribute to each holder of Common Stock its pro rata Stockholder Percentage thereof and to each Optionholder its pro rata share of the Optionholder Percentage thereof; provided that to the extent a Securityholder is (x) a holder of Options and (y) employed by the Surviving Company at the time of distribution, the Representative may deposit with the Surviving Company any portion of such amount payable to such holder of Options, and the Parent shall cause the Surviving Company, through the Surviving Company’s payroll system, on the first regular payroll date of the Surviving Company following such deposit (and in any event within three (3) Business Days following such deposit), to distribute to each such holder the amount specified in instructions received from the Representative and, in such circumstances, the amount deposited with the Representative shall be reduced.

Representative Amount. Concurrent with On the Effective TimeClosing Date, Parent shall: (i) cause the Parent shall deliver Representative Amount to be deducted from the Merger Consideration otherwise payable to the Representative Interest Holders; and (on behalf of the Securityholdersii) deposit $200,000, or such higher amount as the Representative may designate in writing to the Company and the Parent at least five (5) Business Days prior to the Closing, 200,000 by wire transfer of immediately available funds to the account(s) account designated by the Representative, to satisfy potential future obligations of the Representative and/or the Securityholders Interest Holders to the Representative, including (x) expenses of the Representative incurred pursuant to Section 1.04 and (y) expenses of the Representative arising from the defense or enforcement of claims pursuant to Sections 1.09 Article VIII and Section 10.01 (in the aggregate, the “Representative Amount”). Each Interest Holder’s pro rata portion of the Representative Amount that is delivered to, and held by, the Representative on behalf of each Interest Holder shall be determined based on such Interest Holder’s Pro Rata Percentage. The Representative Amount shall be retained in whole or in part by the Representative for such time as the Representative shall determine in its sole discretion. If , at which time the Representative shall determine distribute to the Payments Administrator for further distribution to the Interest Holders their Pro Rata Percentages of any remaining amounts distributed under this Section 2.04(d). The Interest Holders will not receive any interest or earnings on the Representative Amount and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in its sole discretion to return all any such interest or earnings. The Representative will not be liable for any portion loss of principal of the Representative Amount to other than as a result of its gross negligence or willful misconduct. For tax purposes, the Securityholders, it shall distribute to each holder of Common Stock its pro rata Stockholder Percentage thereof Representative Amount will be treated as having been received and to each Optionholder its pro rata share of the Optionholder Percentage thereof; provided that to the extent a Securityholder is (x) a holder of Options and (y) employed voluntarily set aside by the Surviving Company Interest Holders at the time of distribution, the Representative may deposit with the Surviving Company any portion of such amount payable to such holder of Options, and the Parent shall cause the Surviving Company, through the Surviving Company’s payroll system, on the first regular payroll date of the Surviving Company following such deposit (and in any event within three (3) Business Days following such deposit), to distribute to each such holder the amount specified in instructions received from the Representative and, in such circumstances, the amount deposited with the Representative shall be reducedClosing.

Representative Amount. Concurrent with the Effective TimeClosing, the Parent Purchaser shall deliver deduct from the Provisional Purchase Price due to the Representative (Sellers an aggregate amount equal to $630,000 and such amount shall be delivered by the Purchaser to the Sellers’ Representative, on behalf of the Securityholders) $200,000Sellers, or such higher amount as at the Representative may designate in writing to the Company and the Parent at least five (5) Business Days prior to the Closing, Closing by wire transfer of immediately available funds to the account(s) designated by the Sellers’ Representative, to satisfy potential future obligations of the Sellers’ Representative and/or the Securityholders Sellers to the Sellers’ Representative, including (x) expenses of the Representative incurred pursuant to Section 1.04 and (y) expenses of the Sellers’ Representative arising from the defense or enforcement of claims pursuant to Sections 1.09 2.05 and 10.01 (in the aggregate, the “Sellers’ Representative Amount”). The Sellers will not receive any interest or earnings on the Sellers’ Representative Amount and irrevocably transfer and assign to the Sellers’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Sellers’ Representative will not be liable for any loss of principal of the Sellers’ Representative Amount other than as a result of its gross negligence or willful misconduct. The Sellers’ Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Sellers’ Representative Amount shall be retained in whole or in part by the Sellers’ Representative for such time as the Sellers’ Representative shall determine in its sole discretion. If the Sellers’ Representative shall determine in its sole discretion to return all or any portion of the Sellers’ Representative Amount to the SecurityholdersSellers, it shall distribute promptly deliver to the Payments Administrator for further distribution to each holder of Common Stock Seller its pro rata Stockholder Percentage thereof and to each Optionholder its pro rata share of the Optionholder Percentage Pro Rata Share thereof; provided that in the discretion of the Sellers’ Representative, the Sellers’ Representative may make direct payments to one or more of the extent a Securityholder is (x) a holder Sellers of Options their respective Pro Rata Share thereof. For tax purposes, the Sellers’ Representative Amount will be treated as having been received and (y) employed voluntarily set aside by the Surviving Company Sellers at the time of distribution, the Representative may deposit with the Surviving Company any portion of such amount payable to such holder of Options, and the Parent shall cause the Surviving Company, through the Surviving Company’s payroll system, on the first regular payroll date of the Surviving Company following such deposit (and in any event within three (3) Business Days following such deposit), to distribute to each such holder the amount specified in instructions received from the Representative and, in such circumstances, the amount deposited with the Representative shall be reducedClosing.

Representative Amount. Concurrent with the Effective Time, the Parent shall deliver deduct from the Merger Consideration due to the Representative (on behalf of the Securityholders) Preferred Shareholders an aggregate amount equal to $200,000, 300,000 or such higher amount as the Representative may designate in writing to the Company and the Parent at least five (5) Business Days prior to the ClosingClosing (such amount, the “Representative Amount”). The Representative Amount shall be delivered by the Parent to the Representative, on behalf of the Securityholders, at the Closing by wire transfer of immediately available funds to the account(s) designated by the Representative. Without limitation of the terms set forth in Section 10.01, the Representative Amount shall be used by the Representative to pay any fees, expenses or other liabilities it may incur in connection with serving as the Representative pursuant to the terms hereof or otherwise to satisfy actual or potential future obligations of the Representative and/or the Securityholders to the Representative, including (x) expenses of the Representative incurred pursuant to Section 1.04 and (y) expenses of the Representative arising from the defense or enforcement of claims pursuant to Sections 1.09 1.09, 8.02 and 10.01 (10.01. Notwithstanding anything contained in this Agreement to the aggregatecontrary, the “amount payable to each Preferred Shareholder pursuant to Sections 1.02, as applicable, shall be reduced by an amount equal to the Representative Amount”)Amount multiplied by the Pro Rata Percentage of such Preferred Shareholder. The Representative Amount shall be retained in whole or in part by the Representative for such time as the Representative shall determine in its sole discretion. If the Representative shall determine in its sole discretion to return all or any portion of the Representative Amount to the SecurityholdersPreferred Shareholders, it shall promptly distribute to each holder of Common Stock Preferred Shareholder its pro rata Stockholder Percentage portion thereof and to each Optionholder based on its pro rata share of the Optionholder Percentage thereof; provided that to the extent a Securityholder is (x) a holder of Options and (y) employed by the Surviving Company at the time of distribution, the Representative may deposit with the Surviving Company any portion of such amount payable to such holder of Options, and the Parent shall cause the Surviving Company, through the Surviving Company’s payroll system, on the first regular payroll date of the Surviving Company following such deposit (and in any event within three (3) Business Days following such deposit), to distribute to each such holder the amount specified in instructions received from the Representative and, in such circumstances, the amount deposited with the Representative shall be reducedPro Rata Percentage.

Representative Amount. Concurrent with the Effective Time, the Parent shall deliver deduct from the Merger Consideration due to the Representative (Securityholders, an aggregate amount equal to $300,000, and such amount shall be delivered by Parent to the Representative, on behalf of the Securityholders) $200,000, or such higher amount as at the Representative may designate in writing to the Company and the Parent at least five (5) Business Days prior to the Closing, Closing by wire transfer of immediately available funds to the account(s) designated by the Representative, to satisfy potential future obligations of the Representative and/or the Securityholders to the Representative, including (x) expenses of the Representative incurred pursuant to Section 1.04 and (y) expenses of the Representative arising from the defense or enforcement of claims pursuant to Sections 1.09 and 10.01 11.01 (in the aggregate, the “Representative Amount”). The Representative Amount shall be retained in whole or in part by the Representative for such time as the Representative shall determine in its sole discretion. If the Representative shall determine in its sole discretion to return all or any portion of the Representative Amount to the Securityholders, it shall distribute to each holder of Common Stock Securityholder its pro rata Stockholder Percentage portion thereof and to each Optionholder based on its pro rata share of the Optionholder Percentage thereofPro Rata Percentage; provided that to the extent a Securityholder is (x) a holder of Options and (y) employed by the Surviving Company at the time of distributionIn-the-Money Options, the Representative may deposit with the Surviving Company any portion of such amount payable to such holder of In-the-Money Options, and the Parent shall cause the Surviving Company, through the Surviving Company’s payroll system, on the first regular normal payroll date of the Surviving Company following such deposit (and in any event within three (3) Business Days following such deposit), to distribute to each such holder the amount specified in instructions received from the Representative and, in such circumstances, the amount deposited with distributed to the Representative other Securityholders shall be reducedreduced accordingly.