Escrow Agreement and Exchange Agent Agreement Sample Clauses

Escrow Agreement and Exchange Agent Agreement. (i) The Purchaser, the Stockholder Representative and Deutsche Bank National Trust Company (the “Escrow and Exchange Agent”) will execute and deliver (A) the Escrow Agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”) and
Sample 1
Escrow Agreement and Exchange Agent Agreement. The Escrow Agreement and an Exchange Agent agreement, in a form to be mutually agreed upon, shall have been executed and delivered by the parties thereto.
Sample 1
Escrow Agreement and Exchange Agent Agreement. The Purchaser, the Stockholder Representative and Deutsche Bank National Trust Company (the "Escrow and Exchange Agent") will execute and deliver (A) the Escrow Agreement in the form attached hereto as Exhibit B (the "Escrow Agreement") and (B) the Exchange Agent Agreement in the form attached hereto as Exhibit C (the "Exchange Agent Agreement"). No later than one Business Day prior to the Closing Date, the Purchaser will deposit with the Escrow and Exchange Agent via wire transfer of immediately available funds an amount equal to the sum of the aggregate amount of the Net Merger Consideration to be paid to the Securityholders pursuant to Section 2.1 and Section 2.2 at the Closing, minus (A) the aggregate amount of the Option Payments, (B) the Stockholder Loan Repayment amounts, (C) the Holdback Fund and (D) the Stockholder Rep Expense Fund (the "Closing Payment"), subject to the other specific requirements of Article 2. Such Closing Payment will be held by the Escrow and Exchange Agent in trust in a separate account under the Exchange Agent Agreement (the "Exchange Fund") for disbursement as set forth in Section 1.2(d) and Article 2. The Purchaser will establish a separate account with the Escrow and Exchange Agent to hold the Holdback Amount (the "Holdback Fund") under the Escrow Agreement in trust, which amount will be payable to the Securityholders less (i) any amounts owed to the Purchaser with respect to any adjustments pursuant to Section 2.8 and (ii) any pending or paid indemnification claims asserted pursuant to Article 9, in accordance with the terms of this Agreement. The Holdback Fund will be deemed to have been withheld from each Securityholder in proportion to the Net Merger Consideration otherwise allocable to them. The adoption of this Agreement and approval of the Merger by the Stockholders will thereby constitute approval of the Holdback Fund, the Escrow Agreement, the Exchange Agent Agreement, the appointment of the Stockholder Representative and the Stockholder Rep Expense Fund.
Sample 1

Related to Escrow Agreement and Exchange Agent Agreement

  • Escrow Agreement Purchaser and the Escrow Agent shall have executed and delivered the Escrow Agreement.

  • Escrow Agreements The parties hereto agree that, to the extent required by applicable law, they shall enter into and file with appropriate jurisdictions any escrow agreements or similar contractual arrangements with respect to the taxes covered by this Agreement. The terms of such agreements shall, to the extent set forth therein, and with respect to the parties thereto, prevail over the terms of this Agreement.

  • Registration Rights Agreement and Escrow Agreement The parties have entered into the Registration Rights Agreement and the Escrow Agreement, each dated the date hereof.

  • Paying Agent Agreement That certain agreement by and between the Company and the Paying Agent relating to the Company’s engagement of the Paying Agent to act as the paying agent for the Notes.

  • Warrant Agent Agreement If this Warrant is held in global form through DTC (or any successor depositary), this Warrant is issued subject to the Warrant Agent Agreement. To the extent any provision of this Warrant conflicts with the express provisions of the Warrant Agent Agreement, the provisions of this Warrant shall govern and be controlling. ******************** (Signature Page Follows)

  • Exchange Agreement As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Xxxxxx agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and the Underwriter enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.

  • Indemnity Escrow Agreement Sellers shall have executed and delivered to Buyer the Indemnity Escrow Agreement.

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

  • Investment Agreement AUGUST.2017 1

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