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 Parent and the Indemnification Representative 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 Parent or the Indemnification Representative, 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.
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. On the Distribution Date, Premiere shall ----------------------------- cancel 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 and distribute new certificates to the Members in accordance with each Member's Percentage Interest. With respect to Indemnification Claims pending as of the Distribution Date, Premiere and the Indemnitor 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 Indemnitor 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, Premiere shall promptly (i) calculate the number of Escrow Shares of each Member necessary to satisfy the Indemnification Amount in the same manner as set forth in Section 3.2(a) hereof (the "Disputed Escrow Shares"), and (ii) issue to each Member a Replacement Certificate for the number of shares of Premiere Common Stock (the "Undisputed Escrow Shares") equaling: (x) in the case of CMG, obtained by subtracting the Disputed Escrow Shares from the number of Escrow Shares in the CMG Escrow Account on the Distribution Date and (y) in the case of the Other Indemnitors, obtained by subtracting the Disputed Escrow Shares from the number of Escrow Shares in the Other Indemnitors' Escrow Account on the Distribution Date, multiplied by each Indemnitor's Percentage Interest. Any such delivery of Premiere Common Stock to Members shall be of full shares and any fractional portions shall be rounded to a whole number by the Escrow Agent so that the number of shares remaining in escrow to be delivered will be fully allocated among such Members. Upon the final resolution as agreed by Premiere and the Indemnitor Representative in writing of any Indemnification Claim for which Disputed Escrow Shares were retained in escrow after the Distribution Date, the Escrow Agent shall promptly cancel the appropriate number of Disputed Escrow Shares corresponding to the Indemnification Amount corresponding...
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. 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. 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. (a) On the General Distribution Date, the Escrow Agent shall deliver to Acquiror for cancellation certificates representing _________ of the Escrow Shares then held in escrow as of the General Distribution Date and with respect to which an Indemnification Claim (other than an Indemnification Claim pursuant to Section 11.1(c) of the Merger Agreement) (a "General Indemnification Claim") is not pending. With respect to General Indemnification Claims pending as of the General Distribution Date, Acquiror and the Indemnitor Representative shall use their reasonable efforts to agree in writing on the Indemnification Amount with respect to any such pending General Indemnification Claims; provided, that if Acquiror and the Indemnitor Representative are not able to agree on the Indemnification Amount with respect to such General Indemnification Claims by the General Distribution Date, the amount of the Indemnification Amount solely for purposes of the calculations in the following sentence of this Section 3.3(a) shall be the amount reasonably claimed by Acquiror in its Notice of Indemnification Claim in connection with such General Indemnification Claim. Upon determination of the Indemnification Amount in accordance with the preceding sentence, Acquiror shall promptly:
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;
Distribution of Escrow Shares. Escrow Shares shall be distributed to persons entitled thereto as and when provided in SCHEDULE 1. For each former stockholder of NaviCyte to whom Current Shares were available for exchange at the Effective Time (each being an "ENTITLED HOLDER"), promptly following such time as any amount of Escrow Shares (a "TRANCHE") may become distributable pursuant to SCHEDULE 1 (i.e., the related contingencies, including timing, with respect to such Tranche are met or observed pursuant to SCHEDULE 1), Trega shall cause to be distributed to such Entitled Holder a number of Escrow Shares which shall represent such Entitled Holder's proportionate amount of such Tranche (together with any cash in lieu of fractional shares as provided in Section 1.5(e) below); provided, however, that notwithstanding any other provision of this Agreement to the contrary (including, without limitation, SCHEDULE 1), if, when a distribution of Escrow Shares would otherwise occur under the provisions of this Agreement, Trega shall have made, in accordance with the provisions of Section 6.2 below, a good faith claim to exercise its Offset Right (as defined in Section 6.1(a) below) which claim has not been perfected or has otherwise been objected to (as provided in Section 6.3 below), an amount of such Escrow Shares having a value equal to the Damages (as defined in Section 6.1(a) below) at issue (pursuant to Section 6.2 below) shall be withheld from distribution until such time as either (x) the claim has been perfected, in which case the Offset Right shall apply against such shares, or (y) resolution of the objection has been ultimately determined (e.g., without the possibility of further appeal), in which case the consequences of such determination shall ensue. Each Entitled Holder's proportionate amount of a Tranche shall be the product of (A) multiplied by (B) where:
Distribution of Escrow Shares. The Escrow Agent shall not make any distribution of Escrow Shares from the Escrow Fund except as provided in this Article IV.
