Disposition of Escrow Shares. The Escrow Agent will hold the Escrow Shares in its possession until authorized, upon receipt of a certificate signed by each of the Company and the Lead Purchaser, to deliver the Escrow Shares as follows:
(a) For fiscal years ended December 31, 2008 and 2009, “Net Income” shall mean the sum of (A) the audited net income as reported on the Company’s annual report on Form 10-K (the “Annual Report”) for the applicable fiscal year, plus (B) any non-cash charges incurred by the Company in the applicable fiscal year as a result of the transactions contemplated under the Purchase Agreement and the Transaction Documents, including, without limitation, any non-cash charges incurred as a result of the Securities issued or issuable pursuant to this Agreement and the Transaction Documents. For fiscal years ended December 31, 2008 and 2009, “Cash” shall mean the audited net cash provided from operating activities as reported on the Company’s Annual Report for the applicable fiscal year.
Disposition of Escrow Shares. (a) The Escrow Shares shall be available to pay, in accordance with the procedures set forth herein, Losses for which the Company is indemnified under Section 1.1 of this Agreement. All claims for indemnification under Section 1.1 of this Agreement shall be made by the Company by notice to the Escrow Agent and the Stockholders (an “Indemnification Notice”), which notice shall be in writing and shall identify in reasonable detail the matter for which indemnification is sought and the amount, if known, of the Losses or the method of computing the amount of the Losses, which method may include ranges and/or estimates to the extent actual damages are not known.
(b) If within fifteen (15) days after the Company’s notice to the Stockholders, the Stockholders do not notify the Escrow Agent in writing (with a copy to the Company) that the Stockholders object to the claim (an “Objection Notice”), which objection shall identify in reasonable detail the reasons for and include any relevant documentation in support of the objection, the Escrow Agent shall promptly transfer Escrow Shares to the Company in the amount of such claim in accordance with the procedures set forth in Section 2.1(d) below. The failure of the Stockholders to provide an Objection Notice as set forth herein shall be deemed an irrevocable acceptance of liability for any amount contained in the respective Indemnification Notice.
(c) If within fifteen (15) days after the Company’s notice to the Stockholders, the Stockholders provide the Escrow Agent with an Objection Notice (with a copy to The Company), the Escrow Agent shall not transfer, and shall continue to hold in escrow, the amount requested in the Indemnification Notice, or the disputed portion thereof, as the case may be, pending either (i) joint written instructions from the Company and the Stockholders specifying the agreement of the parties as to the action to be taken with respect to such Indemnification Notice (“Payment Instructions”) or (ii) receipt by the Escrow Agent of a notice from the Company or the Stockholders stating that such dispute has been submitted to arbitration pursuant to Section 2.4 below, and that a final determination with respect to such matters has been rendered (a “Determination Notice”) which is accompanied by a copy of a final, non-appealable order of the arbitration panel (“Order”), pursuant to which such panel has determined whether and to what extent the Company is entitled to the amount requested in such Inde...
Disposition of Escrow Shares. (a) Seller shall be entitled to receipt and possession of the Escrow Share Certificates on the Distribution Date (defined below), or earlier in the event that the Escrow Agent receives joint instructions from Purchaser and Seller to release the Escrow Share Certificates prior to such date. Promptly following the Distribution Date, and without any further instructions from Purchaser and Seller, and provided that the Escrow Agent has not received written objection by Purchaser to the distribution (in which case the provisions of Section 5(d) shall apply), the Escrow Agent will deliver all Escrow Share Certificates and Stock
Disposition of Escrow Shares. The Escrow Agent shall hold the Escrow Shares in accordance with the terms of this Agreement and the specific instructions set forth in Section 5 herein. The Escrow Agent shall not release the Escrow Shares until the Note and all interest, as described herein, is paid in full (the "Restriction Period").
Disposition of Escrow Shares. (a) The Company shall be entitled to the Escrow Shares immediately upon the first to occur of the following:
(1) a Company Breach;
(2) a Stockholder Breach; or
(3) the second anniversary hereof, if no Qualifying Financing or Qualifying Acquisition has been completed prior thereto.
(b) The Stockholder shall be entitled to the Escrow Shares, in the event that no Company Breach or Stockholder Breach has occurred, upon the consummation of a Qualifying Financing or a Qualifying Acquisition.
Disposition of Escrow Shares. 4.1 Prior to the Distribution Date (as defined in Section 4.3), Acquiror will issue, or cause to be issued, from time to time to the Escrow Agent and the Shareholder Agent one or more Pending Claim Notices in the form of Exhibit B (each a "Pending Claim Notice") describing with particularity existing facts and circumstances, if any, that are substantially likely, in the good faith judgment of Acquiror, to give rise to a claim of indemnification under Article XIII of the Share Exchange Agreement and designating the number of Escrow Shares necessary to satisfy in whole or, if there are not sufficient Escrow Shares in the Escrow Account, in part such claim. The Escrow Agent shall withhold and distribute such designated number of Escrow Shares as required by Sections 4.2 and 4.
Disposition of Escrow Shares. The Escrow Agent shall distribute the Escrow Shares only in accordance with (i) written instructions contained in the form of Exhibit B (the "Escrow Disposition Notice") delivered to the Escrow Agent and executed by Acquiror and the Shareholder Agent, (ii) a final arbitration award secured under the provisions of Section 4.3 hereof, or (iii) an order of a court of competent jurisdiction pursuant to Section 9, as applicable. The Escrow Agent shall promptly comply with such instructions, award or order, as applicable, to the extent that there are sufficient Escrow Shares in the Escrow Account to so comply. The number of Escrow Shares to be distributed hereunder shall be (i) determined using the average closing price of one Acquiror Common Share as reported on the NYSE for the ten (10) trading days immediately preceding the date of such distribution and (ii) rounded to the nearest whole share.
Disposition of Escrow Shares. At the end of the 12-month period following the Effective Time, the Escrow Agent will, within five business days, deliver to the Shareholders stock certificates equal to the number of Escrow Shares then remaining in Escrow. Such Escrow Shares will be distributed pro rata to the Shareholders in accordance with the number of Escrow Shares originally deposited into Escrow as set forth on Schedule A.
Disposition of Escrow Shares. The Escrow Agent will hold the Escrow Shares in its possession until authorized, upon receipt of a certificate signed by each of the Company and Sansar (or, in case of clause (f), each Purchaser exercising its redemption right), to deliver the Escrow Shares as follows:
Disposition of Escrow Shares. The Escrow Agent will hold the Escrow Shares in escrow and shall release and deliver the Escrow Shares as follows:
