Claims Against Escrow Shares Sample Clauses

Claims Against Escrow Shares. At any time or times prior to the Expiration Date (as defined in Section 7 of this Escrow Agreement), Parent may make claims against the Escrow Shares for amounts potentially eligible for indemnification under Section 10.2 of the Merger Agreement by delivering to the Escrow Agent an Officer's Certificate prepared in accordance with Section 10.4 of the Merger Agreement, with a copy delivered at the same time to the Shareholders' Agent. Upon the earliest of: (i) receipt of written authorization from the Shareholders' Agent or from the Shareholders' Agent jointly with Parent to make such delivery, (ii) receipt of written notice of a final decision in arbitration of the claim, (iii) in the event the claim set forth in the Officer's Certificate is uncontested by the Shareholders' Agent, in accordance with Section 10.5 of the Merger Agreement, and if the aggregate amount of undisputed claims exceeds $3,000,000, each such undisputed claim shall be deemed to have been acknowledged to be payable from the Escrow Shares in the full amount of the Damages (as defined in the Merger Agreement) set forth in the Officer's Certificate, and the Escrow Agent shall pay such amount to Parent as soon as practicable after expiration of the (twenty) 20 business day dispute period provided for in Section 10.5 of the Merger Agreement. The Escrow Agent shall effect such payment of Escrow Shares to Parent by surrendering the certificate representing the Escrow Shares to Parent's transfer agent for cancellation with instructions to issue a new certificate to the Escrow Agent for the number of Escrow Shares remaining after giving effect to such payment and a certificate to Parent for the number of Escrow Shares constituting such payment. If the amount of the claim exceeds the aggregate value of the Escrow Shares, none of the Escrow Agent, the Shareholders' Agent, the Shareholders or any Company Indemnified Person shall have liability or responsibility for any deficiency. For purposes of determining how many Escrow Shares shall be delivered in satisfaction of any claim, each Escrow Share shall have a value equal to the average of the closing prices for the common stock of Parent as reported for the primary trading session (currently ending at 4:00 p.m. on the Nasdaq National Market) during the period comprised of ten (10) consecutive trading days ending on the trading day two business days preceding delivery of the Escrow Shares to Parent in satisfaction of such claim (the "Escrow Share ...
Sample 1See All (5)
AutoNDA by SimpleDocs
Claims Against Escrow Shares. 3.1 At any time or times prior to the Expiration Date (as defined in Section 5) SM&A may make claims against the Escrow Shares and "
Sample 1Sample 2
Claims Against Escrow Shares. (a) If Acquiror is entitled to indemnification from the Shareholders against a Claim pursuant to Section 8.01 (or any other section) of the Merger Agreement, then such Claim shall be satisfied by the Escrow Agent's delivery to Acquiror of the requisite number of Escrow Shares (determined in accordance with Article VIII of the Merger Agreement). Any Claim by Acquiror against the Shareholders shall be deemed to be paid and satisfied upon receipt by Acquiror from the Escrow Agent of stock certificates representing the requisite number of Escrow Shares (accompanied by stock powers duly executed and endorsed in blank covering such shares in accordance with Article 3 of this Escrow Agreement) and any Additional Corpus allocable to such Escrow Shares. As used in this Escrow Agreement, the term "
Sample 1Sample 2
Claims Against Escrow Shares. (a) Claims by Parent with respect to the Escrow Shares shall be made as follows: (i) If Parent determines in good faith that an event has occurred that may entitle it to indemnification pursuant to Section 8.2(a), and if Parent wishes to make a claim against the Escrow with respect to such event, then Parent shall deliver to both the Shareholders' Agent and the Escrow Agent a written notice of such possible event (a "Claim Notice") setting forth (x) a brief description of the circumstances supporting Parent's belief that such event has occurred, and (y) to the extent feasible, anon- non-binding, preliminary estimate of the aggregate dollar amount of all Damages
Sample 1
Claims Against Escrow Shares. (a) If Acquiror is entitled to indemnification from the Shareholders against a Claim pursuant to Section 8.01 (or any other section) of the Merger Agreement, then such Claim shall be satisfied by the Escrow Agent's delivery to Acquiror of the requisite number of Escrow Shares (determined in accordance with Article VIII of the Merger Agreement). Any Claim by Acquiror against the Shareholders shall be deemed to be paid and satisfied upon receipt by Acquiror from the Escrow Agent of stock certificates representing the requisite number of Escrow Shares (accompanied
Sample 1
Claims Against Escrow Shares. If, at any time on or prior to the Claims Deadline, Quintiles (on its own behalf or on behalf of any other Indemnitee) shall assert a claim for indemnification pursuant to Article VIII of the Share Exchange Agreement, Quintiles shall submit to the Escrow Agent and to the Shareholders a written claim in good faith signed by an executive officer of Quintiles stating: (i) that an Indemnitee has incurred or reasonably believes it may incur Losses and the reasonable estimate of the amount of any such Losses; (ii) in reasonable detail, the facts alleged as the basis for such claim and the section or sections of the Share Exchange Agreement alleged as the basis or bases for the claim; and (iii) if the Losses have actually been incurred, the number of Escrow Shares to which such Indemnitee is entitled with respect to such Losses, which shall be determined by dividing the amount thereof by the closing price per share of Quintiles' Common Stock on the Nasdaq National Market on the Closing Date. If the claim is for Losses which the Indemnitee reasonably believes it may incur or is otherwise unliquidated, the written claim of Quintiles shall state the reasonable estimate of such Losses, in which event a claim shall be deemed to have been asserted against the Escrow Shares on behalf of Quintiles in the amount of such estimated Losses, but no payment or distribution shall be made by the Escrow Agent out of the Escrow Shares until such Losses have actually been incurred and Quintiles submits written notice to the Escrow Agent and the Shareholders, whether or not the Losses are incurred prior to the Claims Deadline.
Sample 1
Claims Against Escrow Shares. (a) At any time or times prior to the earlier to occur of (i) 5:00 p.m. Boston time on the first anniversary of the Effective Time or (ii) the date of the issuance of the first independent audit report on the Buyer's financial statements after the Effective Time hereof which financial statements include the financial results of the Company (the "Escrow Release Date"), the Buyer may make claims against the Escrow Materials for amounts due for indemnification under Section 8.2 of the Merger Agreement by delivering to the Stockholder Representative (with a copy to the Escrow Agent) a copy of the notice (the "Section 8.5
Sample 1
AutoNDA by SimpleDocs
Claims Against Escrow Shares. If, at any time on or prior to the Claims Deadline, the Purchaser (on its own behalf or on behalf of any other Purchaser Indemnitee) shall assert a claim for indemnification pursuant to Section 9.1 of the Merger Agreement, the Purchaser shall submit to the Escrow Agent and to the Representative a written claim in good faith signed by an authorized officer of the Purchaser stating: (i) that a Purchaser Indemnitee has incurred or reasonably believes it may incur Damages and the reasonable estimate of the amount of any such Damages; (ii) in reasonable detail, the facts alleged as the basis for such claim and the section or sections of the Merger Agreement alleged as the basis or bases for the claim; and (iii) if the Damages have actually been incurred, the number of Escrow Shares to which such Purchaser Indemnitee is entitled with respect to such Damages, which shall be determined by dividing the amount thereof by the fair market value per share of the Escrow Shares as of the Effective Time, as certified to the Escrow Agent in accordance with Section 1.4 above. If the claim is for Damages which such Purchaser Indemnitee reasonably believes it may incur or is otherwise unliquidated, the written claim of the Purchaser shall state the reasonable estimate of such Damages, in which event a claim shall be deemed to have been asserted against the Escrow Shares on behalf of the Purchaser in the amount of such estimated Damages, but no payment or distribution shall be made by the Escrow Agent out of the Escrow Shares until such Damages have actually been incurred and the Purchaser submits a notice to the Escrow Agent and the Representative in accordance with clause (iii) of this Section 4.1, whether or not the Damages are incurred prior to the Claims Deadline.
Sample 1

Related to Claims Against Escrow Shares

  • Claims Against Trust Account The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCAC, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC prevails in such action or proceeding.

  • Preferential Collection of Claims Against the Company The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein.

  • Preferential Collection of Claims Against Company The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.

  • Notification of Claims Against Collateral The Borrower will give notice to the Agent in writing within five (5) Business Days of becoming aware of any material setoff, claims (including, with respect to the Mortgaged Property, environmental claims), withholdings or other defenses to which any of the Collateral, or the rights of the Agent or the Lenders with respect to the Collateral, are subject.

  • Preferential Collection of Claims Against Issuers The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

  • Preferential Collection of Claims Against If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).

  • Preferential Collection of Claims Against Issuer The Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.

  • Waiver of Claims Against Trust Reference is made to the final prospectus of the Company, filed with the Securities Exchange Commission on October 24, 2018 (the “Prospectus”). Buyer warrants and represents that it has read the Prospectus and understands that the Company has established a trust account containing the proceeds of its initial public offering (“IPO”) and from certain private placements occurring simultaneously with the IPO (collectively, with interest accrued from time to time thereon, the “Trust Fund”) initially in an amount of $100,000,000 for the benefit of the Company’s public shareholders (“Public Shareholders”) and certain parties (including the underwriters of the IPO) and that, except for a portion of the interest earned on the amounts held in the Trust Fund, the Company may disburse monies from the Trust Fund only: (i) to the Public Shareholders in the event they elect to redeem ordinary shares of the Company in connection with the consummation of the Company’s Business Combination, (ii) to the Public Shareholders if the Company fails to consummate a Business Combination within the applicable time period, (iii) any amounts necessary to pay any taxes and for working capital purposes from the interest accrued in the Trust Fund or (iv) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into entering into this agreement with Buyer, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer hereby agrees that it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Fund or distributions thereform, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, any proposed or actual business relationship between the Company and Buyer, this Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Claims”). Buyer hereby irrevocably waives any Claims it may have against the Trust Fund (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the Trust Fund (including any distributions therefrom) for any reason whatsoever (including, without limitation, for an alleged breach of this Agreement). Buyer agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by the Company to induce it to enter in this Agreement, and Buyer further intends and understands such waiver to be valid, binding and enforceable under applicable law.

  • Preferential Collection of Claims Against Issuing Entity The Indenture Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.

  • Preferential Collection of Claims Against the Issuers The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

Time is Money Join Law Insider Premium to draft better contracts faster.