Common use of Representative Amount Clause in Contracts

Representative Amount. At the Closing, Parent shall cause the Paying Agent to deliver to the Representative (on behalf of the Securityholders) by wire transfer of immediately available funds to the account(s) designated by the Representative to satisfy potential future obligations of the Representative and/or the Securityholders to the Representative, including expenses of the Representative arising from the defense or enforcement of any claims hereunder, but excluding any payments due under Section 2.10(a) (the “Representative Amount”). The Representative Amount shall be retained in whole or in part by the Representative until the Representative reasonably determines that, in its sole and absolute discretion, the Representative Amount is no longer required to be withheld. If the Representative shall, pursuant to the terms hereof, return all or any portion of the Representative Amount to the Securityholders, it shall deposit such amount with the Paying Agent, for the benefit of the Securityholders, which shall promptly distribute to each Securityholder its Pro Rata Share thereof; provided that to the extent a Securityholder is a holder of In-the-Money Options, the Representative may deposit with the Surviving Company any portion of such amount payable to such holder in respect of its In-the- Money Options, and Parent shall cause the Surviving Company to distribute such amount to each such Securityholder through the Surviving Company’s payroll system (or directly by the Surviving Company in respect of any In-the-Money Options held by an individual other than a current or former employee of any VH Company) on the second regularly scheduled payroll date of the Surviving Company following such deposit. The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Representative Amount other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Amount, and has no tax reporting or income distribution obligations hereunder unless otherwise required by Law. For Tax purposes (including withholding, employment and payroll Tax purposes), the Representative Amount will be treated as having been received and voluntarily set aside by the Securityholders at the time of Closing, and the Parties agree to report (a) the Pro Rata Share of the Representative Amount of each holder of In-the-Money Options as income received on the Closing Date and (b) each Stockholder’s Pro Rata Share of the Representative Amount as additional consideration received in respect of its shares of Common Stock on the Closing Date.

Representative Amount. At Concurrent with the Closing, Parent the Purchaser shall cause deduct from the Paying Agent to deliver Provisional Purchase Price due to the Representative (Sellers an aggregate amount equal to $630,000 and such amount shall be delivered by the Purchaser to the Sellers’ Representative, on behalf of the Securityholders) Sellers, at the Closing by wire transfer of immediately available funds to the account(s) designated by the Representative Sellers’ Representative, to satisfy potential future obligations of the Sellers’ Representative and/or the Securityholders Sellers to the Sellers’ Representative, including expenses of the Sellers’ Representative arising from the defense or enforcement of any claims hereunderpursuant to Sections 2.05 and 10.01 (in the aggregate, but excluding any payments due under Section 2.10(a) (the “Sellers’ Representative Amount”). The Sellers will not receive any interest or earnings on the Sellers’ Representative Amount shall be retained in whole or in part by the Representative until the Representative reasonably determines that, in its sole and absolute discretion, the Representative Amount is no longer required to be withheld. If the Representative shall, pursuant irrevocably transfer and assign to the terms hereof, return all Sellers’ Representative any ownership right that they may otherwise have had in any such interest or any portion of the Representative Amount to the Securityholders, it shall deposit such amount with the Paying Agent, for the benefit of the Securityholders, which shall promptly distribute to each Securityholder its Pro Rata Share thereof; provided that to the extent a Securityholder is a holder of In-the-Money Options, the Representative may deposit with the Surviving Company any portion of such amount payable to such holder in respect of its In-the- Money Options, and Parent shall cause the Surviving Company to distribute such amount to each such Securityholder through the Surviving Company’s payroll system (or directly by the Surviving Company in respect of any In-the-Money Options held by an individual other than a current or former employee of any VH Company) on the second regularly scheduled payroll date of the Surviving Company following such depositearnings. The Sellers’ Representative is will not providing any investment supervision, recommendations or advice and shall have no responsibility or liability be liable for any loss of principal of the Sellers’ Representative Amount other than as a result of its gross negligence or willful misconduct. The Sellers’ Representative is will hold these funds separate from its corporate funds, will not acting as a withholding agent use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Sellers’ Representative Amount shall be retained in whole or in part by the Sellers’ Representative for such time as the Sellers’ Representative shall determine in its sole discretion. If the Sellers’ Representative shall determine in its sole discretion to return all or any similar capacity portion of the Sellers’ Representative Amount to the Sellers, it shall promptly deliver to the Payments Administrator for further distribution to each Seller its Pro Rata Share thereof; provided that in connection with the discretion of the Sellers’ Representative, the Sellers’ Representative Amount, and has no tax reporting may make direct payments to one or income distribution obligations hereunder unless otherwise required by Lawmore of the Sellers of their respective Pro Rata Share thereof. For Tax purposes (including withholding, employment and payroll Tax tax purposes), the Sellers’ Representative Amount will be treated as having been received and voluntarily set aside by the Securityholders Sellers at the time of Closing, and the Parties agree to report (a) the Pro Rata Share of the Representative Amount of each holder of In-the-Money Options as income received on the Closing Date and (b) each Stockholder’s Pro Rata Share of the Representative Amount as additional consideration received in respect of its shares of Common Stock on the Closing Date.

Representative Amount. At Concurrent with the ClosingEffective Time, Parent shall cause deduct from the Paying Agent to deliver Merger Consideration due to the Representative Securityholders, an aggregate amount equal to One Hundred Thousand Dollars ($100,000), and such amount shall be delivered by Parent to the Representative, on behalf of the Securityholders) , at the Closing by wire transfer of immediately available funds to the account(s) designated by the Representative Representative, to satisfy potential future obligations of the Representative and/or the Securityholders to the Representative, including expenses of the Representative arising from the defense or enforcement of any claims hereunderpursuant to Sections 1.09 and 11.01 (in the aggregate, but excluding any payments due under Section 2.10(a) (the “"Representative Amount”"). The Representative Amount shall be retained in whole or in part by the Representative until for such time as the Representative reasonably determines that, shall determine in its sole and absolute discretion, . The Securityholders will not receive any interest or earnings on the Representative Amount is no longer required and irrevocably transfer and assign to be withheld. If the Representative shall, pursuant to the terms hereof, return all any ownership right that they may otherwise have had in any such interest or any portion of the Representative Amount to the Securityholders, it shall deposit such amount with the Paying Agent, for the benefit of the Securityholders, which shall promptly distribute to each Securityholder its Pro Rata Share thereof; provided that to the extent a Securityholder is a holder of In-the-Money Options, the Representative may deposit with the Surviving Company any portion of such amount payable to such holder in respect of its In-the- Money Options, and Parent shall cause the Surviving Company to distribute such amount to each such Securityholder through the Surviving Company’s payroll system (or directly by the Surviving Company in respect of any In-the-Money Options held by an individual other than a current or former employee of any VH Company) on the second regularly scheduled payroll date of the Surviving Company following such depositearnings. The Representative is will not providing any investment supervision, recommendations or advice and shall have no responsibility or liability be liable for any loss of principal of the Representative Amount other than as a result of its gross negligence or willful misconduct. The Representative is will hold these funds separate from its corporate funds, will not acting as a withholding agent use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in any similar capacity in connection with the event of bankruptcy. If the Representative Amountshall determine in its sole discretion to return all or any portion of the Representative Amount to the Securityholders, and has no tax reporting it shall deliver such amount to the Payments Administrator for further distribution to each Securityholder of its pro rata portion thereof based on its Pro Rata Percentage; provided that to the extent a Securityholder is a holder of Cash-Out Options or income distribution obligations hereunder unless otherwise required by Law. For Tax purposes (including withholding, employment and payroll Tax purposes)MIP Participant, the Representative Amount shall deposit with the Surviving Company any portion of such amount payable to such holder of Cash-Out Options or MIP Participant, and Parent shall cause the Surviving Company, as promptly as practicable following such deposit, to distribute to each such holder or participant the amount specified in instructions received from the Representative and, in such circumstances, the amount distributed to the other Securityholders shall be reduced accordingly. For tax purposes, the Representative Fund will be treated as having been received and voluntarily set aside by the Securityholders at the time of Closing, and the Parties agree to report (a) the Pro Rata Share of the Representative Amount of each holder of In-the-Money Options as income received on the Closing Date and (b) each Stockholder’s Pro Rata Share of the Representative Amount as additional consideration received in respect of its shares of Common Stock on the Closing Date.

Representative Amount. At the Closing, Parent shall cause the Paying Agent to deliver to the Representative (on behalf of the Securityholders) ), by wire transfer of immediately available funds to the account(s) designated by the Representative at least two (2) Business Days prior to the Closing Date, $[Redacted dollar amount] to satisfy potential future obligations of the Representative and/or the Securityholders to the Representative, including expenses of the Representative arising from the defense or enforcement of any claims hereunder, but excluding any payments due under Section 2.10(a) hereunder (the “Representative Amount”). The Representative Amount shall be retained in whole or in part by the Representative until the Representative reasonably determines that, in its sole and absolute discretion, the Representative Amount is no longer required to be withheld. If the Representative shall, pursuant to the terms hereof, return all or any portion of the Representative Amount to the Securityholders, it shall deposit such amount with the Paying Agent, for the benefit of the Securityholders, which shall promptly distribute to each Securityholder its Pro Rata Share thereof; provided provided, that to the extent a Securityholder is was a holder of In-the-Money OptionsUnvested Time Options as of immediately prior to the Effective Time, the Representative may deposit with the Surviving Company any portion of such amount payable to such holder in respect of its In-the- Money Unvested Time Options, and Parent shall cause the Surviving Company to distribute such amount to each such Securityholder through the Surviving Company’s payroll system (or directly by the Surviving Company in respect of any In-the-Money Unvested Time Options held by an individual other than a current or former employee of any VH the Company) on the second first regularly scheduled payroll date of the Surviving Company following the time such deposittime vesting hurdles are achieved. For all Tax purposes, the Representative Amount shall be treated as having been received and voluntarily set aside by the Securityholders at the time of Closing, after any withholding required by applicable Tax Law; provided, that any such withholding shall be applied against amounts payable to the Option Holders hereunder on the Closing Date and not against the Representative Amount. The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Representative Amount other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Representative Amount, and has no tax reporting or income distribution obligations hereunder unless otherwise required by Law. For Tax purposes (including withholding, employment and payroll Tax purposes), the Representative Amount will be treated as having been received and voluntarily set aside by the Securityholders at the time of Closing, and the Parties agree to report (a) the Pro Rata Share of the Representative Amount of each holder of In-the-Money Options as income received on the Closing Date and (b) each Stockholder’s Pro Rata Share of the Representative Amount as additional consideration received in respect of its shares of Common Stock on the Closing Datehereunder.