Determination of Amount of Claims. Any amount owed to Buyer hereunder, as finally determined pursuant to Section 4(a) or (b) above, will constitute an Uncontested Claim under Section 4(a) hereof.
Determination of Amount of Claims. Any amount owed to ISI hereunder, determined pursuant to Section 4(a) or (b) above, will be immediately payable to ISI out of the Escrow Shares then held by the Escrow Agent on a pro rata basis between the Holders at a per share value for all Escrow Shares equal to the Closing Price of ISI Common Stock ($34.20).
Determination of Amount of Claims. Any amount owed to Xxxxxxxx hereunder, determined pursuant to Section 4(a) or
Determination of Amount of Claims. Any amount owed to the Company hereunder, determined pursuant to Section 4(a) or (b) above, will be immediately payable to the Company out of the Escrow Shares then held by Escrow Agent at a per share value for all Escrow Shares equal to $23.83.
Determination of Amount of Claims. Any amount owed to VERITAS hereunder, as finally determined pursuant to Section 4(a) or (b) above, will constitute an Uncontested Claim under Section 4(a) hereof.
Determination of Amount of Claims. Any amount owed to GoodNoise --------------------------------- hereunder determined pursuant to Section 4(a) or (b) above, will be payable to GoodNoise from the Indemnity Escrow Holdback in accordance with Section 13 of the Reorganization Agreement and will be paid promptly.
Determination of Amount of Claims. Any amount of Damages --------------------------------- owed to Asymetrix hereunder, determined pursuant to Section 4(a), 4(b) or 4(c) above, and not paid in cash by the Former Aimtech Stockholders in accordance with the above provisions of this Section 4, shall be immediately payable to Asymetrix out of the Escrow Shares then held by the Escrow Agent, and shall be forfeited and taken from the Former Aimtech Stockholders in proportion to their respective percentage interest in the Escrow Shares as set forth on Exhibit A, provided, however, that any claim under paragraph (b) of subsection 11.2.1 of the Plan shall be made only against the Former Aimtech Stockholder whose failure to have such good, valid and marketable title gave rise to such Damages, and not against any other person. For purposes of this Agreement, Escrow Shares shall be deemed to have a per share value equal to the Stated Value Per Share (as that term is defined in the Plan) (such price per share to be equitably adjusted to reflect any capital change of the type described in subsection 2.1.2 of the Plan but not to be affected by the conversion of the Escrow Shares into Common Stock of Asymetrix, whether occurring at or after the Effective Date). Thus, the number of Escrow Shares to be released from escrow and transferred to Asymetrix in satisfaction of a Claim for Damages (whether an Uncontested Claim, a Contested Claim or a Settled Claim) and not paid in cash as provided above shall be the amount of such Damages divided by the Stated Value Per Share (such price per share to be equitably adjusted to reflect any capital change of the type described in subsection 2.1.2 of the Plan but not to be affected by the conversion of the Escrow Shares into Common Stock of Asymetrix, whether occurring prior to, at or after the Effective Date). In the event the Escrow Agent intends to satisfy all or a portion of a Claim for Damages (whether an Uncontested Claim, a Contested Claim or a Settled Claim) by paying cash from the Escrow Consideration in lieu of releasing Escrow Shares from Escrow and transferring such Escrow Shares to Asymetrix, the amount of Escrow Consideration to be paid in lieu of Escrow Shares shall equal the Stated Value Per Share multiplied by the number of Escrow Shares otherwise required to be released from escrow and transferred to Asymetrix. Asymetrix shall promptly give the Escrow Agent and the Former Aimtech Stockholders notice of the occurrence of any capital change described in s...
Determination of Amount of Claims. Pursuant to Section 4(a) or (b) above, any amount owed to Universal for, or to be held pending resolution of, any Claim, subject to the provisions of the Merger Agreement with respect to the Threshold, will be payable to Universal for, or withheld by the Escrow Agent pending resolution of, such Claim out of the applicable Escrow Shares then held by the Escrow Agent at a per share value for all Escrow Shares equal to the weighted average sales price of Universal Common Stock as quoted on the New York Stock Exchange (or other principal securities exchange on which such shares are then traded) for the 20 consecutive trading days up to the third business day immediately preceding the date of such payment or, with respect to Pending Claim Collateral, the applicable release date. As to the calculation of such per share value, the Escrow Agent may request and rely upon a written certification from Universal and the Representative. In no event will the amount owed for any Claim with respect to the Yuncxxx Xxxangements, the Retention Plan or the Letter Agreement be subject to the Threshold, and the amount owed for Claims for the Yuncxxx Xxxangements and the Retention Plan in the aggregate shall not exceed $800,000.
Determination of Amount of Claims. Any amount owed to Exodus hereunder, as finally determined pursuant to Section 4(a) or (b) above, will constitute an Uncontested Claim under Section 4(a) hereof.
Determination of Amount of Claims. Any amount owed to Purchaser hereunder, determined pursuant to Section 4(a) or (b) above, will be promptly payable to Purchaser by distributions of whole numbers of Escrow Shares and cash-in-lieu amounts 10- attributable to fractional shares then held by the Escrow Agent valued at the Common Stock Price for Purchaser's Common Stock (determined as provided in the following sentence). For the purpose of determining the number of Purchaser's shares to be delivered to Purchaser out of the Escrow Fund or for the purpose of determining the cash-in-lieu of fractions pursuant to Section 2(d), Purchaser's shares will be valued by Purchaser at the average of the closing prices (the "AVERAGE CLOSING PRICE") of Purchaser's Common Stock on the Nasdaq National Market or other securities market, as reported in THE WALL STREET JOURNAL or similar financial publication for the five (5) consecutive trading days ending on the date that is two (2) trading days prior to the date on which a Notice of Claim is received by the Escrow Agent. For purpose of such determination once Purchaser's shares are traded on the Nasdaq National Market or other securities exchange, Purchaser will deliver a certificate, signed by an authorized officer of Purchaser, certifying the Average Closing Price applicable to a Claim.
