Examples of Shareholders’ Representative Fund in a sentence
Buyer shall, on the Closing Date, pay into the Escrow Account the Working Capital Escrow Amount, the Indemnity Escrow Amount and the Special Indemnity Escrow Amount in accordance with Section 1.8(a)(i), and the Shareholders’ Representative Fund Amount in accordance with Section 1.8(a)(iv).
At the Closing, Buyer shall pay the Shareholders’ Representative Fund Amount to the Shareholders’ Representative, which shall be maintained by the Shareholders’ Representative in a segregated account (the aggregate amount of cash so held by the Shareholders’ Representative from time to time, the “ Shareholders’ Representative Fund”).
If there is an actual or perceived breach of this Code of Conduct, the School chaplain must immediately cease providing chaplaincy services.
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Any release of the Shareholders’ Representative Fund shall be made (i) by distribution by the Shareholders’ Representative to the Securityholders (other than holders of Series C-1 Preference Shares) in accordance with their respective Pro Rata Percentages and (ii) to the Surviving Corporation to be distributed to the Optionholders in accordance with their respective Pro Rata Percentages via the Surviving Corporation’s payroll system in the first payroll period after such amount has become due and payable.
For Tax purposes, the Shareholders’ Representative Fund shall be treated in accordance with Section 5.1(f).
The Shareholders’ Representative Fund shall not be available to Buyer to satisfy any claims in connection with this Agreement or the transactions contemplated hereby.
The Shareholders’ Representative shall have no responsibility or liability for any loss of principal of the Shareholders’ Representative Fund other than as a result of its bad faith, gross negligence or willful misconduct.
The Shareholders’ Representative will be promptly reimbursed by the Company Shareholders (based on their respective Pro Rata Shares) for Shareholders’ Representative Expenses not covered by the Shareholders’ Representative Fund upon demand.
The Company Holders shall not receive interest or other earnings on the Shareholders’ Representative Fund and the Company Holders irrevocably transfer and assign to the Shareholders’ Representative any ownership right that they may have in any interest that may accrue on funds held in the Shareholders’ Representative Fund.