Equity Holder Representative definition

Equity Holder Representative means ACAS in the capacity as Equity Holder Representative as appointed and set forth in Section 12.3 (or such other Person as appointed to succeed ACAS as provided therein). “Equity Holders” means the holders of Common Shares, the holders of Preferred Shares, the Option Holders and the Warrant Holders, including the Sellers. “Equity Value” means the quotient of (a) Enterprise Value, minus (i) the Debt Payoff Amount, minus (ii) Transaction Expenses paid pursuant to Section 3.1(h), plus (iii) Cash, plus (iv) the Aggregate Exercise Amount, plus (v) the amount, if any, by which Working Capital exceeds the Target Net Working Capital, minus (vi) the amount, if any, by which Working Capital is less than the Target Net Working Capital, minus (vii) the Redeemable Preferred Stock Redemption Amount, minus (viii) the net amount of capital expenditures identified on Schedule 1.3 that shall not have been paid by the Company in the period from the date of this Agreement to the Closing Date to the extent the payment of such capital expenditures has a Target Payment Date (as so identified on Schedule 1.3) on or prior to the Closing Date (for illustrative purposes, if the Closing shall occur on December 1, 2013, Equity Value shall be reduced by the amount of any capital expenditures not paid by the Company prior to the Closing Date with respect to the capital expenditures identified on Schedule 1.3 as having a Target Payment Date of November 30, 2013 and any capital expenditures identified on such schedule as having a Target Payment Date after December 1, 2013 shall not be a reduction to Equity Value), divided by (b) the sum of the aggregate number of Common Shares issued and outstanding on a fully diluted basis (considering all Series C Convertible Preferred Shares on an as-converted basis and giving effect to Common Shares issuable upon exercise of In-the-Money Options and Warrants) as of the Closing Date but immediately prior to the Closing. The terms “Cash” and “Working Capital” as used in this definition shall mean Estimated Cash and Estimated Net Working Capital prior to the determination of Final Cash and Final Net Working Capital in accordance with Section 3.2 hereof; thereafter, Working Capital shall mean Final Cash and Final Net Working Capital. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “ERISA Affiliate” means any entity or any trade or business (whether or not incorporated) that, together with the Company or any of the Subsid...

Equity Holder Representative means an agent or representative of the Equity Holders in connection with a Liquidity Event whose duties include, among other things, managing, addressing, monitoring or otherwise dealing with post-closing matters relating to such Liquidity Event.

Examples of Equity Holder Representative in a sentence

• Any provision in this Warrant certificate to the contrary notwithstanding, changes to this Warrant certificate may be made and compliance with any covenant or provision herein set forth may be omitted or waived if the Company shall obtain consent thereto in writing from the Company Equity Holder Representative (as defined in the Purchase Agreement).

• Interpace Diagnostics Corporation US PATHFINDERTG 3208314 3/28/2006 2/13/2007 SWK Funding, LLC Interpace Diagnostics, LLC US MIRINFORM 4071426 6/21/2010 12/13/2011 Redpath Equity Holder Representative Publicis Healthcare Solutions, Inc.

• The Auditor shall deliver its written determination to SolarWinds and the Equity Holder Representative no later than the 30th calendar day after the remaining differences underlying the dispute are referred to the Auditor, or such longer period of time as the Auditor determines is necessary.

• The fees, costs and expenses of the Arbitrator shall be borne one-half by the Company Equity Holder Representative (on behalf of the Company Equity Holders) and one-half by the Buyer; provided that if the Arbitrator determines that one party's position generally prevailed in such determination, then such party shall pay none of the fees, costs and expenses of the Arbitrator and the other party shall pay all such fees, costs and expenses.

• SolarWinds shall provide a draft copy of such Prior Period Returns to the Equity Holder Representative for its review at least ten (10) Business Days prior to the due date thereof.

• Any change in the Equity Holder Representative pursuant to the foregoing sentence shall become effective upon delivery of written notice of such change to SolarWinds.

• Xxxxx, individually and as Company Equity Holder Representative /s/ Xxxxxx Xxxxxxxx ------------------------------------- /s/ Xxxxxxxx X.

• Purchaser and the Equity Holder Representative shall cooperate with the Independent Accountant and promptly (but in any event on such timetable as the Independent Accountant shall promulgate) provide all documents and information reasonably requested by the Independent Accountant.

• For the avoidance of doubt, the Equity Holder Representative may prepare, and the Surviving Corporation and the Subsidiaries shall file, amended Tax Returns and claims for refund in order to carry back any net operating loss or net capital loss arising in the final Pre-Closing Tax Period.

• The date on which the Earnout Consideration, if any, and the Backlog Margin Adjustment Amount, if any, is finally resolved in accordance with this Section 1.11 is referred to herein as the "Earnout Payment Date." The Buyer and the Company Equity Holder Representative shall promptly deliver a written notice executed by both of them to the Escrow Agent specifying the Earnout Payment Date.