Representative Expense Amount. (a) The Representative Expense Amount shall be held by the Stockholders’ Representative in the Representative Expense Account for the benefit of the Securityholders for reimbursements payable to the Stockholders’ Representative under this Section 6.02, or, as provided below, the payment of fees, commissions or other compensation to the Stockholders’ Representative; provided, that such reimbursements payable to the Stockholders’ Representative are pursuant to fees, commissions or other compensation borne by all Securityholders and are not the fees, commissions or other compensation of any particular Securityholder in his, her or its individual capacity. (b) Following the date on which the Stockholders’ Representative has determined (in its sole discretion) that it is appropriate to release such funds, the Stockholders’ Representative shall pay the then-remaining amount of the Representative Expense Amount, if any, to each Securityholder who has complied with Section 1.14(d) or Section 1.16, as applicable, and each Optionholder who has complied with the terms of the applicable Option Surrender Agreement in accordance with the allocations set forth in the Payment Schedule.
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Representative Expense Amount. (a) The Representative Expense Amount shall be held by the Stockholders’ Representative in the Representative Expense Account for the benefit of the Securityholders for reimbursements payable to the Stockholders’ Representative under this Section 6.02, or, as provided below, the payment of fees, commissions or other compensation to the Stockholders’ Representative; provided, that such reimbursements payable to the Stockholders’ Representative are pursuant to fees, commissions or other compensation borne by all Securityholders and are not the fees, commissions or other compensation of any particular Securityholder in his, her or its individual capacity.. 48
(b) Following the date on which the Stockholders’ Representative has determined (in its sole discretion) that it is appropriate to release such funds, the Stockholders’ Representative shall pay the then-remaining amount of the Representative Expense Amount, if any, to each Securityholder who has complied with Section 1.14(d) or Section 1.16, as applicable, and each Optionholder who has complied with the terms of the applicable Option Surrender Agreement in accordance with the allocations set forth in the Payment Schedule.
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Sources: Merger Agreement