Distribution of Escrow Fund. (a) Pursuant to Section 2.10(c)(iii) and the terms of the Escrow Agreement, the Escrow Agent shall deliver from the Escrow Fund an amount equal to any negative Actual Adjustment to Parent.
(b) Upon the Escrow Termination Date, the then remaining amount of the Escrow Fund (including, for the avoidance of doubt, any interest, dividends and payments on the Escrow Amount that have not been deducted by Parent in order to pay taxes on such amounts pursuant to Section 8.2(a)) and the then remaining amount of the Representative Reimbursement Fund (the “Escrow Release Amount”) shall promptly be delivered to the Escrow Participants; provided, however, that the Escrow Fund shall not terminate with respect to any amount (subject to the objection of the Securityholders’ Representative and the subsequent arbitration of the claim in the manner provided in Section 8.6(c)) that is reasonably necessary (based on the facts and circumstances existing at the time) to satisfy any unsatisfied claims for Losses specified in any Officer’s Certificate delivered to the Escrow Agent and the Securityholders’ Representative in good faith on or prior to the Escrow Termination Date and in accordance with the provisions of this ARTICLE VIII, and in the event any such claims exist, all or any portion of the Representative Reimbursement Fund as specified by the Securityholders’ Representative shall be retained by the Escrow Agent pending resolution of such claims. As soon as each such claim has been resolved, the Escrow Agent shall deliver the remaining portion of the Escrow Release Amount not required to satisfy such claim or any remaining unresolved claims to the Escrow Participants. Distributions of the Escrow Release Amount to the Escrow Participants pursuant to this Section 8.5 shall be made in accordance with the terms and conditions of the Escrow Agreement and in proportion to their respective Pro Rata Portion of the remaining Escrow Amount, with each amount rounded to the nearest whole cent ($0.01); provided that any distributions to be made to the holders of Cashed-Out Options who remain employees of Parent or the Surviving Corporation shall be delivered to Parent or the Surviving Corporation for further delivery to the holders of Cashed-Out Options pursuant to Section 2.9(d).
Distribution of Escrow Fund. (a) The Company shall distribute to GMC and RAI their respective shares of the Escrow Fund in three equal installments on June 30, 1999, 2000 and 2001 (a "Distribution Date"). Notwithstanding the foregoing, any portion of the Escrow Fund to be distributed to GMC or RAI on a Distribution Date shall be reduced by (i) that portion of the Escrow Fund which previously had been distributed pursuant hereto to an Indemnified Party, and (ii) that portion of such distribution which has a value, determined pursuant to Section 1.6, equal as nearly as practicable to the aggregate claims set forth in any unresolved Demand Notice. Upon the later to occur of July 31, 2001 and the resolution of all claims (including third party claims) set forth in all Demand Notices delivered hereunder on or prior to June 30, 2001, the Trustee shall distribute to GMC and RAI their respective shares of the Escrow Fund as the same has been reduced by that portion of the Escrow Fund which previously had been distributed to an Indemnified Party.
(b) In the event GMC or RAI shall fail to timely deliver a Dispute Notice with respect to any claim set forth in a Demand Notice (other than a third party claim), or such claim is resolved by the agreement of the parties or by arbitration as set forth in Section 2.13, the Company, promptly after the last day on which such Dispute Notice could have been timely given or after receipt by the Company of a written notice of such agreement signed by GMC and RAI or of such arbitration decision, shall deliver to the Indemnified Party, on the one hand, or to GMC and RAI, on the other hand, that portion of the Escrow Fund which has a value, determined pursuant to Section 1.6, equal as nearly as practicable to the value of the claim as set forth in the Demand Notice, if a Dispute Notice with respect thereto was not timely delivered, or as determined by the agreement of the parties or the arbitration, as the case may be.
(c) In the event a third party claim set forth in a Demand Notice is finally determined by a decision from which no appeal may be taken, the Company shall distribute to the Indemnified Party, on the one hand, or to GMC and RAI, on the other hand, that portion of the Escrow Fund which has a value, determined pursuant to Section 1.6, equal as nearly as practicable to the value of the claim as so finally determined.
Distribution of Escrow Fund. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., local time at Parent’s corporate headquarters in California, on the date seven days following the twenty fourth (24th) calendar month anniversary of the Closing Date (the “Escrow Period”), and the Escrow Agent shall distribute the funds in the Escrow Fund to the Company Stockholders and Company Optionholders following such termination; provided, however, that the Escrow Fund shall not terminate with respect to any amount in respect of any unsatisfied claims specified in any Claims Certificate in connection with Sections 9.2(a) and 9.2(b) (“Unresolved Claims”) delivered prior to the Escrow Period termination date with respect to facts and circumstances existing prior to the Expiration Date, and any such amount shall not be distributed to the Company Stockholders and Company Optionholders at such time. As soon as all such claims have been resolved, the Escrow Agent shall deliver the remaining portion of the Escrow Fund, if any, not required to satisfy such Unresolved Claims. Deliveries of the Escrow Amount out of the Escrow Fund to the Company Stockholders and Company Optionholders pursuant to this Section 9.7 shall be made in proportion to their respective Pro Rata Portions of the remaining amounts in the Escrow Fund, with the amount delivered to each Company Stockholder and Company Optionholder rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up). Payments of the Escrow Amount to the holders of Company Options shall be less any applicable Taxes required to be withheld and shall be made no later than five years after the Effective Time in accordance with Proposed Regulation Section 1.409A-3(g)(5)(iv).
Distribution of Escrow Fund. (a) On the first business day immediately following the second anniversary of the Effective Time (the "Release Date"), the Escrow Agent shall ------------ distribute to the Talaria Stockholder Representative, on behalf of the Talaria Stockholders, the balance of the remaining Escrow Fund then held by the Escrow Agent pursuant to this Agreement, less the aggregate amount of such Escrow Fund ---- (if any) as is then subject to a pending Claim Certificate (whether or not a Claim Denial has been given with respect thereto). To the extent any portion of the Escrow Fund shall remain in escrow pursuant to the preceding sentence, the form of such remaining Escrow Fund (cash, shares of Esperion Common or a combination thereof) shall be in Esperion's sole discretion. For this purpose, each share of Esperion Common shall be valued at [****] (**) of its Fair Market Value as of the Release Date. Any part of the Escrow Fund that is not distributed to the Talaria Stockholder Representative on the Release Date because it is subject to a pending Claim Certificate shall be distributed (y) in accordance with the written agreement of Esperion and the Talaria Stockholder Representative, or (z) pursuant to a Final Determination.
(b) Subject to Section 5.4(b)(viii) of the Merger Agreement, all payments to Esperion or any other Esperion Indemnified Parties from the Escrow Fund in respect of Damages, if any, shall be made in the form of cash, shares of Esperion Common or a combination thereof, in Esperion's sole discretion. For this purpose, each share of Esperion Common shall be valued at its Fair Market Value at the time the Escrow Agent is required to release such shares of Esperion Common to Esperion or the other Esperion Indemnified Parties.
(c) In connection with any distribution of shares of Esperion Common held in the Escrow Fund, the Escrow Agent shall execute and deliver any instruments of assignment necessary to provide the recipient of such securities with legal and valid title thereto and record ownership thereof. With respect to such transfers of record ownership by the Escrow Agent, Esperion will take all actions in connection with the issuance and re-issuance of certificates for such shares of Esperion Common and the registration and re-registration of such shares of Esperion Common on Esperion's books as may be necessary or appropriate to reflect the record ownership of such securities contemplated by this Agreement.
(d) All interest or dividends on any of the Esc...
Distribution of Escrow Fund. (i) Upon the Buyers becoming entitled to a distribution of all or a portion of the Escrow Fund pursuant to Section 2.3(d)(i), the Escrow Agent shall deliver (A) to the Buyers out of the Escrow Fund, Cash in an amount equal to the Aggregate Consideration Deficit, (B) to the Audit Firm an amount in Cash equal to the amount payable to the Audit Firm by Sellers in accordance with Section 2.3(f), if applicable, and (C) to Sellers’ Representative any Cash remaining in the Escrow Fund after the payments in clauses (A) and (B) of this Section 2.4(b)(i) have been made. If the Aggregate Consideration Deficit is greater than the amount of Cash in the Escrow Fund (such excess, the “Escrow Cash Shortfall”), then, in addition to the Cash distribution as provided above, each Member shall deliver to Pueblo Holdings, within 10 days after written notice of an Escrow Cash Shortfall to the Seller Representative (a “Shortfall Notice”), an amount in Cash equal to the Escrow Cash Shortfall multiplied by such Member’s Pro Rata Portion; provided that if any amounts are unpaid pursuant to this Section 2.4(b)(i), Buyers shall be allowed to pursue a claim for such unpaid amounts in accordance with the procedures set forth in Section 10.4(h). If it is determined that Buyers are not entitled to a distribution of the Escrow Fund pursuant to Section 2.3(d)(i), the Escrow Agent shall deliver (A) to the Audit Firm an amount in Cash equal to the amount payable to the Audit Firm by Sellers in accordance with Section 2.3(f), if applicable, and (B) to Sellers’ Representative all of the Cash remaining in the Escrow Fund upon such distribution.
(ii) Notwithstanding anything in this Agreement to the contrary, the Escrow Agent shall distribute on a quarterly basis to the Sellers’ Representative, all interest, distributions, dividends and other income earned on the Escrow Fund.
Distribution of Escrow Fund. Subject to the following requirements, the Escrow Fund shall be in existence immediately following the Closing and shall terminate at 5:00 p.m., local time at Purchaser’s corporate headquarters in California, on the date that is eighteen (18) months from the date upon which the Closing shall occur (the “Escrow Period”), and the Escrow Agent shall promptly distribute the funds remaining, if any, in the Escrow Fund to the Shareholder Representative Distribution Account following such termination including any accrued interest; provided, however, that the Escrow Fund shall not terminate with respect to any amount in respect of any unsatisfied claims specified in any Officer’s Certificate (“Unresolved Claims”) delivered to the Representative and the Escrow Agent prior to the expiration of the Escrow Period with respect to facts and circumstances existing prior to the expiration of the Escrow Period, and any such amount shall not be distributed to the Sellers at such time. As soon as all such claims have been resolved, the Escrow Agent shall deliver the remaining portion of the Escrow Fund, if any, that is not required to satisfy such Unresolved Claims. Deliveries of the remaining portion of the Escrow Fund to the Sellers pursuant to this Section 8.7 shall be made in proportion to their respective pro rata portions of the remaining amounts in the Escrow Fund (taking into account any amounts withdrawn for each Seller’s several liabilities), with the amount delivered to each Seller rounded to the nearest one hundredth (0.01) (with amounts 0.005 and above rounded up).
Distribution of Escrow Fund. If Xxxxx fails to make a Claim on or --------------------------- prior to the Claim Expiration Date, then as promptly as practicable thereafter (and in no event later than ten (10) Business Days following the Claim Expiration Date), the Escrow Agent shall disburse the Escrow Fund (including any interest thereon) to the Stockholders pro rata in accordance with their respective ownership of Company Common Stock on the Closing Date. If Xxxxx timely makes a Claim, and if at or after the expiration of the Claim Expiration Date, Xxxxx'x Claims (whether or not in dispute) aggregate less than the remaining amount of the Escrow Fund, then the Escrow Agent shall deliver the remaining amount of the Escrow Fund (less 110% of the amount of Xxxxx'x Claims) to the Stockholders pro rata in accordance with their respective ownership of Company Common Stock on the Closing Date, and the balance, if any, after resolution of Xxxxx'x Claims. If, however, Xxxxx timely makes a Claim or Claims in accordance with Section 5 above, and if at the expiration of the Claim Expiration Date, such Claim or Claims (whether or not in dispute) aggregate more than the remaining amount of the Escrow Fund, then, only after the Escrow Agent's receipt of (and distributions of Damages with respect to) Final Instructions for all such Claims, shall the Escrow Agent deliver any remaining portion of the Escrow Fund to the Stockholders pro rata in accordance with their respective ownership of Company Common Stock on the Closing Date.
Distribution of Escrow Fund. Upon the deposit of the Escrowed Proceeds in accordance with Section 2 hereof, the Escrow Agent shall hold the Escrow Fund in its possession until instructed hereunder to deliver the Escrow Fund or any specified portion thereof as follows:
(a) The Selling Shareholders hereby undertake and agree to deliver or cause to be delivered to the Escrow Agent a notice, substantially in the form of Exhibit B hereto, and a notarised copy of the Placement Report, registered by the FSFM, together with an English translation thereof, promptly upon the FSFM’s registration of the Placement Report.
(b) If, before [_], 2004 (or such other date as the Underwriters’ Representative, the Selling Shareholders and the Company shall otherwise agree, and the Underwriters’ Representative shall so notify the Escrow Agent) the Escrow Agent receives a notarised copy of the Placement Report, registered by the FSFM, together with an English translation thereof, the Escrow Agent shall (i) release the Underwriters’ Escrowed Proceeds and interest accrued thereon, net of applicable withholding or similar taxes, to the Underwriters’ Representative by 1:00 pm London time on the following Business Day (as hereinafter defined) to [SPECIFY UBS ACCOUNTS]; and (ii) release the Selling Shareholders’ Escrowed Proceeds and interest accrued thereon, net of applicable withholding or similar taxes, to the Selling Shareholders by 1:00 pm London time on the following Business Day in the respective amounts and to the respective accounts as indicated in Schedule A hereto (unless the Escrow Agent has received a notice in writing at least two Business Days prior to the date of such release from any Selling Shareholder specifying alternative account details); it being understood that the portion of the Selling Shareholders’ Escrowed Proceeds payable to the Selling Shareholders listed under numbers 1, 2 and 3 in Schedule A hereto are being transferred by the Escrow Agent to Russian xxxxx accounts and the Selling Shareholders have instructed the relevant bank(s) holding their accounts to perform the conversion into Russian rubles.
(c) If by the close of business London time on [_] (or such other date as the Underwriters’ Representative, the Selling Shareholders and the Company shall otherwise agree, and the Underwriters’ Representative shall so notify the Escrow Agent) the Escrow Agent has not received a notarised copy of the Placement Report registered by the FSFM and an English translation thereof, the Escrow Ag...
Distribution of Escrow Fund. Subject to the following requirements, the Escrow Fund shall be in existence as promptly as practicable following the Closing and shall terminate at 5:00 p.m., local time at Purchaser’s corporate headquarters in California, on the date seven (7) days after the twelve (12) month anniversary of the Closing Date (the “Escrow Period”), and the Escrow Agent shall distribute the funds in the Escrow Fund to Seller following such termination; provided, however, that the Escrow Fund, plus any accrued interest thereon, not used to satisfy Purchaser claims shall not terminate with respect to any amount in respect of any unsatisfied claims specified in any Officer’s Certificate (“Unresolved Claims”) delivered to the Escrow Agent prior to the Escrow Period termination date with respect to facts and circumstances existing prior to the expiration of the Escrow Period. As soon as all such claims have been resolved, the Escrow Agent shall deliver the remaining portion of the Escrow Fund, if any, not required to satisfy such Unresolved Claims.
Distribution of Escrow Fund. Upon the Escrow Termination Date, a portion of the Escrow Fund (the “Escrow Release Amount”) shall promptly be delivered to (a) the Exchange Agent for further distribution to the Company Securityholders (other than the Company Option Holders) and (b) the Company for further distribution to the Company Option Holders, in each case, in accordance with the Payment Schedule (as updated pursuant to Section 6.11). Notwithstanding the foregoing, if, at any time on or prior to the Escrow Termination Date, any Indemnified Party delivers to the Securityholders’ Representative and the Escrow Agent a Claim Certificate asserting a claim for recovery under Section 8.3, then the Escrow Fund shall not terminate with respect to the amount or reasonably anticipated amount of Losses set forth in such Claim Certificate and which shall be subject to subsequent to resolution of the claim in the manner provided in this Agreement and the Escrow Agreement. As soon as all such claims have been resolved, the Escrow Agent shall deliver the remaining portion of the Escrow Release Amount not required to satisfy such claims to (i) the Exchange Agent for further distribution to the Company Securityholders (other than the Company Option Holders) and (ii) the Company for further distribution to the Company Option Holders, in each case, in accordance with the Payment Schedule (as updated pursuant to Section 6.11).
