Pro Rata Stakeholder Representative Expense Fund Portion means the quotient of (i) the Stakeholder Representative Expense Fund divided by (ii) the Fully Diluted Shares.
Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.
Expense Fund has the meaning set forth in Section 9.14(f).
Expense Amount As defined in Section 11.01(b) hereof.
Escrow Amount has the meaning set forth in Section 2.1(c).
Stockholder Representative has the meaning set forth in the preamble.
Indemnity Escrow Amount means $3,000,000.
Holdback Amount has the meaning set forth in Section 2.06(a).
Holder Representative has the meaning specified in Section 11.1.
Shareholder Representative has the meaning set forth in the preamble.
Member Representative means an individual who can make OHP-related decisions for a member who is not able to make such decisions themselves.
Companion Loan Holder Representative With respect to each Serviced Companion Loan, any representative appointed by the related Companion Loan Holder.
Holders’ Representative means the representative of the Holders named in the preamble, until a successor Holders’ Representative shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Holders’ Representative” shall mean such successor Holders’ Representative.
Representative Amount means an amount that is representative for a single transaction in the relevant market at the relevant time.
Working Capital Escrow Amount means $2,000,000.
Stockholders’ Representative has the meaning set forth in the Preamble.
Note Holder Representative means a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative, as applicable.
Monthly Shared-Loss Amount means the change in the Cumulative Shared- Loss Amount from the beginning of each month to the end of each month.
Shareholders’ Representative has the meaning set forth in the Preamble.
Retained Excess Cash Flow Amount means, at any date of determination, an amount, determined on a cumulative basis, that is equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date; provided that such amount shall not be less than zero for any Excess Cash Flow Period.
Seller Representative means Xxxxx Bank.
Adjustment Escrow Amount means $1,000,000.
Indemnification Escrow Amount has the meaning specified in Section 3.6(a).
Controlling Noteholder Representative shall have the meaning assigned to such term in Section 6(a).
Lenders’ Representative means the person duly authorised by the Senior Lenders to act for and on behalf of the Senior Lenders with regard to matters arising out of or in relation to this Agreement, and includes his successors, assigns and substitutes;
Escrow Cash is defined in Section 4.1(a).
Independent Fund Trustee means a trustee of the Trust who is not an “interested person” as that term is defined in Section 2(a)(19) of the 1940 Act.