Securityholders’ Agent Fund definition
Examples of Securityholders’ Agent Fund in a sentence
The Stockholders shall be treated as having received their applicable portion of the Securityholders’ Agent Fund on the Closing Date for Tax purposes, unless otherwise required by applicable Law.
If the Securityholders’ Agent determines to release all or a portion of the Securityholders’ Agent Fund to the Company Securityholders, such amounts will be distributed to the Paying Agent for further distribution to the Company Securityholders in accordance with their respective Escrow Distribution Pro Rata Shares.
No interest shall accrue or be paid on any amounts payable from the Securityholders’ Agent Fund to the Company Securityholders or any other Person hereunder.
The Securityholders’ Agent Fund will be held or disbursed, in whole or in part, as determined by the Securityholders’ Agent in its sole discretion.
The retention by the Securityholders’ Agent of any amounts in the Securityholders’ Agent Fund shall not be evidence that the Company Securityholders or the Securityholders’ Agent have any liability under this Agreement.
To the extent the Securityholders’ Agent is owed any Agent Expenses, Securityholders’ Agent is authorized to obtain payment of such Agent Expenses from the Securityholders’ Agent Fund.
The Securityholders’ Agent is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Securityholders’ Agent Fund other than as a result of its gross negligence or willful misconduct.
The Securityholders’ Agent Fund shall be used to pay expenses incurred by the Securityholders’ Agent.
The Securityholders’ Agent is authorized to replenish the Securityholders’ Agent Fund with funds that would otherwise be distributed from the Escrow Amount to the Effective Time Holders, if at that time there have been expenditures from the Securityholders’ Agent Fund or if the Securityholders’ Agent in its discretion believes it necessary to maintain or increase the Securityholders’ Agent Fund at that time.
Any portion of the Securityholders’ Agent Fund not expended upon the full release of the Escrow Amount shall be released by the Escrow Agent to the Securityholders’ Agent on behalf of each Effective Time Holder based on their respective Securityholders’ Agent Fund Contributions, all in accordance with the terms of the Escrow Agreement.