Representative Expense Fund definition

Representative Expense Fund has the meaning set forth in Section 9.14(d).

Representative Expense Fund has the meaning set forth in Section 1.3(d).

Representative Expense Fund means a separate bank account to be established by the Seller Representative into which Buyer shall deposit the Representative Expense Fund Amount at Closing from the Cash Payment at Closing.

Examples of Representative Expense Fund in a sentence

• Any such fees and expenses payable by the Stockholder Representative shall be paid from the Stockholder Representative Expense Fund to the extent available.

• The amount so withheld from each Equityholder shall be equal to (i) the Equityholder Representative Expense Fund Amount multiplied by (ii) such Equityholder's Applicable Percentage as set forth on Final Schedule I.

• The Stockholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Stockholder Representative Expense Fund, and has no Tax reporting or income distribution obligations.

• The fees and expenses of the Independent Accountant shall be paid by the Stockholder Representative (on behalf of the Stockholders) from the Stockholder Representative Expense Fund, on the one hand, and by Parent, on the other hand, based upon the percentage that the amount contested but not awarded to the Stockholder Representative or Parent, respectively, bears to the aggregate amount contested by the Stockholder Representative and Parent.

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More Definitions of Representative Expense Fund

Representative Expense Fund means $250,000 deposited at Closing with the Equityholders’ Representative for the purposes set forth in Section 10.15.

Representative Expense Fund means an amount equal to $200,000.

Representative Expense Fund is defined in Section 8.2.

Representative Expense Fund means $600,000 deposited by Parent, as a deduction from the Merger Consideration, with the Sellers’ Representative, which amount shall be available solely to the Sellers’ Representative in connection with costs and expenses incurred by it in connection with its duties hereunder, including paying any amounts owed to Parent pursuant to Section 3.6(d)(i).

Representative Expense Fund means an amount equal to $1,000,000; provided, however, that, in the event any Equity Holder shall have exercised statutory appraisal rights pursuant to Section 262 of the DGCL with respect to shares of Company Stock, the Representative Expense Fund shall, upon any written notice from Purchaser to Representative, be increased to an amount (as determined by Purchaser in its reasonable discretion) that would be sufficient to cover all expenses and obligations of Representative pursuant to this Agreement, including, without limitation, those Liabilities or Representative under Section 12.12(h); provided, further, that the final amount of any increase to the Representative Expense Fund made by Purchaser pursuant to this sentence shall be subject to the approval of the Representative, such approval not to be unreasonably withheld, conditioned or delayed.

Representative Expense Fund is defined in Section 1.6(c).

Representative Expense Fund means an amount that the Representative will withhold out of the funds otherwise payable to the Equityholders and Blocker Seller in connection with the Closing, the initial amount of which will be $1,000,000 or such other amount as the Sellers may specify prior to the Closing (with such reduction to be made in accordance with the Pro Rata Shares of all Equityholders and Blocker Seller).