Seller Representative Fund Portion definition

Seller Representative Fund Portion means, with respect to each share of Company Capital Stock that is converted into the right to receive the Per Share Cash Consideration pursuant to Section 2.6(c) and each share of Company Capital Stock underlying each Vested Option that is converted into the right to receive the Option Consideration pursuant to Section 2.7, an amount equal to the quotient obtained by dividing (A) the aggregate amount to be paid out of the Seller Representative Fund Amount, as and when payable in accordance with this Agreement, by (B) the number of Fully Diluted Shares Outstanding.

Related to Seller Representative Fund Portion

  • Seller Representative means Xxxxx Bank.

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • Reserve Fund Property means, the Reserve Fund Initial Deposit and all proceeds thereof and all other amounts deposited in or credited to the Reserve Fund from time to time under this Agreement, all Eligible Investments made with amounts on deposit therein, all earnings and distributions thereon and proceeds thereof.

  • 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.

  • Member Representative means an individual who can make OHP-related decisions for a member who is not able to make such decisions themselves.

  • 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.

  • Sinking Fund Payment means, with respect to a particular Series, as of any particular date of calculation, the amount required to be paid in all events by the Corporation on a single future date for the retirement of Outstanding Bonds which mature after said future date, but does not include any amount payable by the Corporation by reason of the maturity of a Bond or by call for redemption at the election of the Corporation.

  • Pooled fund group means an internally created fund of a district in which one or more institutional accounts of a district are in- vested.

  • Seller Representatives has the meaning set forth in Section 5.8(a).

  • Holder Representative has the meaning specified in Section 11.1.

  • pension fund holder means with respect to a personal pension scheme or an occupational pension scheme, the trustees, managers or scheme administrators, as the case may be, of the scheme concerned;

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.

  • Stockholder Representative has the meaning set forth in the preamble.

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • 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;

  • Shareholder Representative has the meaning set forth in the preamble.

  • Shareholders’ Representative has the meaning set forth in the Preamble.

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Indemnity Escrow Amount means $3,000,000.

  • Adjustment Escrow Amount means $1,000,000.

  • Companion Loan Holder Representative With respect to each Serviced Companion Loan, any representative appointed by the related Companion Loan Holder.

  • Buyer Representatives has the meaning set forth in Section 4(e).

  • Purchaser Representative means any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:

  • 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.

  • the Independent Living Fund (2006 means the Trust of that name established by a deed dated 10th April 2006 and made between the Secretary of State for Work and Pensions of the one part and Margaret Rosemary Cooper, Michael Beresford Boyall and Marie Theresa Martin of the other part;

  • Note Holder Representative means a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative, as applicable.