Review Counsel definition
Examples of Review Counsel in a sentence
Each Holder participating in a registration pursuant to this Section 2 shall bear its proportionate share (based on the total number of Continuing Investor Registrable Shares sold in such registration) of all discounts and commissions payable to underwriters or brokers, all transfer taxes and transfer fees in connection with a registration of Continuing Investor Registrable Shares pursuant to this Agreement and all fees and expenses of counsel to any Holder other than that of Review Counsel.
Each Holder participating in a registration pursuant to this Section 2 shall bear its proportionate share (based on the total number of Registrable Shares sold in such registration) of all discounts and commissions payable to underwriters or brokers, all transfer taxes and transfer fees in connection with a registration of Registrable Shares pursuant to this Agreement and all fees and expenses of counsel to any Holder other than that of Review Counsel.
Upon receipt of the Review Counsel Authorization, as provided below, the Trustee promptly shall pay the Interest Claim or advise the Executive in writing of its determination that the Interest Claim is either denied or adjusted based upon Trustee’s determination in light of the Review Counsel Authorization and the other provisions of this Claims procedure and the Agreement, and shall include in reasonable detail the basis of its determination.
In the case of a determination under (iii), Review Counsel shall recommend an amount of the Contest Payments to be paid by Trustee.
Trustee shall seek to respond to such request expeditiously and shall consult with Review Counsel (defined below) as Trustee deems appropriate.
The decision by Trustee based upon a Review Counsel Authorization shall be final and not subject to appeal.
Upon receipt of the Review Counsel Authorization, as provided below, the Trustee promptly shall make the Contest Payments or advise the Executive in writing of its determination that the Claim is either denied or adjusted based upon Trustee’s determination in light of the Review Counsel Authorization and the other provisions of this Claims procedure and the Agreement and shall include in reasonable detail the basis of its determination.
Subject to the Conflicts of Interest provisions of the following subsection, the Lead Counsel Agreement shall provide for a retainer of not less than $150,000 and not more than 75% of the remaining value of the Trust, with such excess over $150,000 determined by the Trustee in consultation with Review Counsel.
Review Counsel shall notify Trustee promptly in writing of its decision with respect to any Claim brought to Review Counsel hereunder (a “Review Counsel Authorization”), and Trustee may rely on the Review Counsel Authorization for all purposes of the Agreement.
The Trustee may rely on reasonable instructions from the Company and/or Review Counsel as to any required government withholdings with respect to payment of Contest Payments and payments on Interest Claims, provided that no amount shall be withheld in respect of advances for legal fees.