Distribution of Escrow Shares. (a) The Escrow Agent shall distribute the Escrow Shares only in accordance with (i) a written instrument delivered to the Escrow Agent that is executed by both the Buyer and the Seller Group and that instructs the Escrow Agent as to the distribution of some or all of the Escrow Shares, (ii) an order of a court of competent jurisdiction, a copy of which is delivered to the Escrow Agent by either the Buyer or the Seller Group, that instructs the Escrow Agent as to the distribution of some or all of the Escrow Shares, or (iii) the provisions of Section 3(b) hereof.
(b) Within five business days after February 16, 2011 (the “Termination Date”), the Escrow Agent shall, automatically, without any notice required, distribute to Next Nevada all of the Escrow Shares then held in escrow. Notwithstanding the foregoing, if the Buyer has previously delivered to the Escrow Agent a copy of a Claim Notice (as hereinafter defined) and the Escrow Agent has not received written notice of the resolution of the claim covered thereby, or if the Buyer has previously delivered to the Escrow Agent a copy of an Expected Claim Notice (as hereinafter defined) and the Escrow Agent has not received written notice of the resolution of the anticipated claim covered thereby, the Escrow Agent shall retain in escrow after the Termination Date such number of Escrow Shares as have a Value (as defined in Section 4 below) equal to the Claimed Amount (as hereinafter defined) covered by such Claim Notice or equal to the estimated amount of Losses set forth in such Expected Claim Notice, as the case may be. Any Escrow Shares so retained in escrow shall be distributed only in accordance with the terms of clauses (i) or (ii) of Section 3(a) hereof. For purposes of this Agreement, a Claim Notice means a written notification under the AP Agreement given by the Buyer to the Seller Group which contains (i) a description and the amount (the “Claimed Amount”) of any Losses incurred or reasonably expected to be incurred by the Buyer, (ii) a statement that the Buyer is entitled to indemnification under Article 10 of the AP Agreement for such Losses and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Losses. For purposes of this Agreement, an Expected Claim Notice means a notice delivered pursuant to the AP Agreement by the Buyer to the Seller Group, before expiration of a representation or warranty, to the effect that, as a result a legal proceeding insti...
Distribution of Escrow Shares. On the Distribution Date, the Escrow ----------------------------- Agent shall deliver to the Company for cancellation certificates representing the Escrow Shares then held in escrow as of the Distribution Date ("Available --------- Escrow Shares") and with respect to which an Indemnification Claim is not ------------- pending. With respect to Indemnification Claims pending as of the Distribution Date, Premiere and the Shareholder Representative shall use their reasonable efforts to agree in writing on the Indemnification Amount with respect to any such pending Indemnification Claims; provided, that if Premiere and the Shareholder Representative are not able to agree on the Indemnification Amount with respect to such Indemnification Claims by the Distribution Date, the amount of the Indemnification Amount for purposes of the calculations in the following sentence of this Section 3.3 shall be the amount claimed by Premiere in its Notice of Indemnification Claim. Upon determination of the Indemnification Amount in accordance with the preceding sentence, the Escrow Agent shall promptly distribute to the Shareholders, in accordance with their respective Percentage Interests, the Escrow Funds, less an amount equal to .49 the aggregate Indemnification Amount with respect to such pending Indemnification Claims (the "Undisputed Escrow Funds") and retain in escrow all remaining Escrow ----------------------- Funds ("Disputed Escrow Funds"). Premiere shall promptly (i) issue and deliver --------------------- to the Escrow Agent and the Escrow Agent shall deliver to the Shareholders new certificates representing the number of shares of Premiere Common Stock (the "Distribution Shares") equal to the quotient obtained by dividing --------------------
(A) the difference between the Aggregate Value immediately prior to such Distribution Date and .51 of the aggregate Indemnification Amount with respect to such pending Indemnification Claims by (B) the Value Per Share (the -- "Undisputed Escrow Shares"), and such certificates shall be denominated in the ------------------------- names of the respective Shareholders in amounts equal to the product of the Undisputed Escrow Shares and each Shareholder's Percentage Interest, and (ii) issue to the Escrow Agent, who shall retain in escrow pending final determination of the Indemnification Amount, new certificates representing the number of shares of Premiere Common Stock equal to the quotient obtained by dividing (C) the aggregat...
Distribution of Escrow Shares. At the times provided for in Section 11.3(d), the Escrow Shares shall be released and transferred by the Escrow Agent to the Shareholders’ Representative for distribution to the Shareholders. The Purchaser will take such action as may be necessary to cause such securities to be issued in the names of the appropriate persons. Certificates representing Escrow Shares so issued that are subject to resale restrictions under applicable securities laws will bear a legend to that effect. No fractional shares shall be released and delivered from the Escrow Fund to the Shareholders’ Representative and all fractional shares shall be rounded to the nearest whole share.
Distribution of Escrow Shares. At the times provided for in Section 10.3(d), the Indemnification Escrow Shares shall be distributed to the Escrow Participant. The Purchaser will take such action as may be necessary to cause such certificates to be issued in the names of the appropriate persons. Certificates representing Indemnification Escrow Shares so issued that are subject to resale restrictions under applicable securities laws will bear a legend to that effect. No fractional shares shall be released and delivered from the Escrow Fund and all fractional shares shall be rounded to the nearest whole share.
Distribution of Escrow Shares. At the times provided for in Section 3.3(d), the Escrow Shares shall be released and transferred to the Seller together with any Accrued Dividends with respect to such released Escrow Shares and other amounts or property held in such Escrow Account. The Purchaser will take such action as may be necessary to cause the transfer of such Escrow Shares to be registered in its register of members and certificates in respect of such Escrow Shares to be issued in the name of the Seller. Certificates representing Escrow Shares so transferred that are subject to resale restrictions under applicable securities laws will bear a legend to that effect. No fractional shares shall be released and transferred by the Escrow Agent to the Seller and all fractional shares shall be rounded to the nearest whole share.
Distribution of Escrow Shares. If all or any portion of the Escrow Shares are to be released from the Escrow Fund pursuant to Section 9.4(d), then such Escrow Shares shall be released to the Owners’ Representative for distribution to the Owners. The Acquirer will take such action as may be necessary to cause such certificates to be issued in the names of the appropriate Persons. Certificates or book-entry positions representing Escrow Shares so issued that are subject to resale restrictions under applicable securities laws will bear a legend to that effect. No fractional shares shall be released and delivered from the Escrow Fund to the Owners’ Representative and all fractional shares shall be rounded to the nearest whole share.
Distribution of Escrow Shares. At the times provided for in Section 11.3(d), the Escrow Shares shall be distributed to each Escrow Participant in accordance with such Escrow Participant’s Escrow Pro Rata Portion. The Purchaser will take such action as may be necessary to cause such certificates to be issued in the names of the appropriate persons. Certificates representing Escrow Shares so issued that are subject to resale restrictions under applicable securities laws will bear a legend to that effect. No fractional shares shall be released and delivered from the Escrow Fund and all fractional shares shall be rounded to the nearest whole share.
Distribution of Escrow Shares. At the times provided for in the Indemnification Escrow Agreement, the Indemnification Escrow Shares and the Supplemental Indemnification Escrow Shares shall be distributed to the Escrow Participants or Parent, as the case may be. The Parent will take such action as may be necessary to cause such certificates to be issued in the names of the appropriate persons. Certificates representing Indemnification Escrow Shares and Supplemental Indemnification Escrow Shares so issued that are subject to resale restrictions under applicable securities laws will bear a legend to that effect. No fractional shares shall be released and delivered from the Escrow Fund and all fractional shares shall be rounded to the nearest whole share.
Distribution of Escrow Shares. Any distribution of all or a portion of the Escrow Shares to the Shareholders shall be made by delivery of the stock certificate held by the Escrow Agent representing the Escrow Shares to the transfer agent, endorsed for transfer, with instruction to the transfer agent to transfer and issue the aggregate number of Escrow Shares being distributed, allocated among the Shareholders based upon their pro rata shares according to the percentages set forth on Schedule A (as nearly as practicable), in each case by issuing to each such Shareholder a stock certificate representing such allocated shares, registered in his or her name set forth on Schedule A and mailed by first class mail to each such Shareholders’ address set forth on Schedule A (or to such other address as such Shareholder may have previously instructed the Escrow Agent in writing); and, if less than all of the then remaining Escrow Shares are to be so distributed and transferred, the Escrow Agent shall instruct the transfer agent to issue and return to the Escrow Agent (or its nominee, if the Escrow Agent shall so instruct) a stock certificate representing the remaining Escrow Shares. The Escrow Agent shall have no liability for the actions or omissions of, or any delay on the part of, the transfer agent in connection with the foregoing.
Distribution of Escrow Shares. At the times provided for in Section 12.3(b), the Escrow Shares shall be released and transferred by the Escrow Agent to the Majority Shareholder. The Purchaser will take such action as may be necessary to cause such securities to be issued in the names of the appropriate Persons;
