Common use of Stockholder Representative Reserve Clause in Contracts

Stockholder Representative Reserve. At the Closing, Parent shall cause to be deposited, in an account designated by the Stockholder Representative at least three (3) Business Days prior to Closing, the Stockholder Representative Reserve. The Stockholder Representative Reserve (and earnings thereon) may be applied as the Stockholder Representative, in its sole discretion, determines appropriate to defray, offset, or pay any charges, fees, costs, liabilities or expenses of the Stockholder Representative incurred in connection with the transactions contemplated by this Agreement or the Escrow Agreement. The balance of the Stockholder Representative Reserve held pursuant to this Section 3.4, if any, and any income earned thereon, shall be deposited into the Escrow Fund and distributed to the Company Stockholders and holders of Company Stock Options who are entitled to receive the Common and Preferred Stock Merger Consideration and Option Cash-Out Consideration as part of and on the same terms and conditions as the distribution of the Escrow Payment. Notwithstanding the foregoing, the Stockholder Representative Reserve shall only be so distributed when the Stockholder Representative determines, in its sole discretion, that such distribution is appropriate. Parent and the Surviving Corporation shall have no liability or responsibility to the Company Stockholders or holders of Company Stock Options with respect to the Stockholder Representative Reserve or the actions and responsibilities of the Stockholder Representative contemplated by this Section 3.4.

Stockholder Representative Reserve. At the Closing, Parent shall cause to be deposited, in an account designated by the Stockholder Representative at least three (3) Business Days prior to Closing, the Stockholder Representative Reserve. The Stockholder Representative Reserve (and earnings thereon) may be applied as the Stockholder Representative, in its sole discretion, determines appropriate to defray, offset, or pay any charges, fees, costs, liabilities or expenses of the Stockholder Representative incurred in connection with the transactions contemplated by this Agreement or the Escrow Agreement. The balance of the Stockholder Representative Reserve held pursuant to this Section 3.4, if any, and any income earned thereon, shall be deposited into the Escrow Fund and distributed to the Company Stockholders and holders of Company Stock Options who are entitled to receive the Common and Preferred Stock Merger Consideration by depositing such amount with the Escrow Agent for distribution concurrently with, and Option Cash-Out Consideration as part of and on the same terms and conditions as the distribution of the of, any remaining Escrow Payment. Notwithstanding the foregoing, the Stockholder Representative Reserve shall only be so distributed when the Stockholder Representative determines, in its sole discretion, that such distribution is appropriate. Parent and the Surviving Corporation shall have no liability or responsibility to the Company Stockholders or holders of Company Stock Options with respect to the Stockholder Representative Reserve or the actions and responsibilities of the Stockholder Representative contemplated by this Section 3.4.

Stockholder Representative Reserve. At the Closing, Parent shall cause to be deposited, in an account designated by the Stockholder Representative at least three (3) Business Days prior to ClosingRepresentative, the Stockholder Representative Reserve. The Stockholder Representative Reserve (and earnings thereon) may be applied as the Stockholder Representative, in its sole discretion, determines appropriate to defray, offset, or pay any charges, fees, costs, liabilities or expenses of the Stockholder Representative incurred in connection with the transactions contemplated by this Agreement or the Escrow Agreement. The balance of the Stockholder Representative Reserve held pursuant to this Section 3.4, if any, and any income earned thereon, shall be deposited into the Escrow Fund and distributed to the Company Stockholders and holders of Company Stock Options who are entitled to receive the Common and Preferred Stock Merger Consideration by depositing such amount with the Escrow Agent for distribution concurrently with, and Option Cash-Out Consideration as part of and on the same terms and conditions as the distribution of the of, any remaining Escrow Payment. Notwithstanding the foregoing, the Stockholder Representative Reserve shall only be so distributed when the Stockholder Representative determines, in its sole discretion, that such distribution is appropriate. Parent and the Surviving Corporation shall have no liability or responsibility to the Company Stockholders or holders of Company Stock Options with respect to the Stockholder Representative Reserve or the actions and responsibilities of the Stockholder Representative contemplated by this Section 3.4.

Stockholder Representative Reserve. At the Closing, Parent shall cause to be deposited, in an account designated by the Stockholder Representative at least three (3) Business Days prior to ClosingRepresentative, the Stockholder Representative Reserve. The Stockholder Representative Reserve (and earnings thereon) may be applied as the Stockholder Representative, in its sole discretion, determines appropriate to defray, offset, or pay any charges, fees, costs, liabilities or expenses of the Stockholder Representative incurred in connection with the transactions contemplated by this Agreement or the Escrow Agreement. The balance of the Stockholder Representative Reserve held pursuant to this Section 3.4, if any, and any income earned thereon, shall be deposited into the Escrow Fund and distributed to the Company Stockholders and holders of Company Stock Options who are entitled to receive the Common and Preferred Company Stock Merger Consideration by depositing such amount with Parent for distribution concurrently with, and Option Cash-Out Consideration as part of and on the same terms and conditions as the distribution of the of, any remaining Escrow Payment. Notwithstanding the foregoing, the Stockholder Representative Reserve shall only be so distributed when the Stockholder Representative determines, in its sole discretion, that such distribution is appropriate. Parent and the Surviving Corporation Company shall have no liability or responsibility to the Company Stockholders or holders of Company Stock Options with respect to the Stockholder Representative Reserve or the actions and responsibilities of the Stockholder Representative contemplated by this Section 3.4.

Stockholder Representative Reserve. At the Closing, Parent shall cause to be deposited, in an account designated by the Stockholder Representative at least three (3) Business Days prior to Closing, the Stockholder Representative Reserve. The Stockholder Representative Reserve (and earnings thereon) may be applied as the Stockholder Representative, in its sole discretion, determines appropriate to defray, offset, or pay any charges, fees, costs, liabilities or expenses of the Stockholder Representative incurred in connection with the transactions contemplated by this Agreement or the Escrow Agreement. The balance of the Stockholder Representative Reserve held pursuant to this Section 3.43.7, if any, and any income earned thereon, shall be deposited into the Escrow Fund and distributed to the Company Stockholders and holders of Company Stock Options who are entitled Sellers, subject to receive Section 9.3, in accordance with their interests in the Common and Preferred Stock Merger Consideration and Option Cash-Out Consideration as part of and on the same terms and conditions as the distribution of the Escrow PaymentResidual Payments pursuant to Section 9.3(h). Notwithstanding the foregoing, the Stockholder Representative Reserve shall only be so distributed when the Stockholder Representative determines, in its sole discretion, that such distribution is appropriate. Parent and None of Parent, Holdco, the Surviving Corporation Corporation, Columbia Blocker or TKH Blocker shall have no any liability or responsibility to the Company Stockholders or holders of Company Stock Options Sellers with respect to the Stockholder Representative Reserve or the actions and responsibilities of the Stockholder Representative contemplated by this Section 3.43.7.