Escrow Agreement and Paying Agent Agreement. At the Closing, each of Parent and the Securityholder Representative shall duly execute and deliver to the other, and shall use their reasonable best efforts to cause the Escrow Agent and Paying Agent to duly execute and deliver to Parent and the Securityholder Representative, the Escrow Agreement and the Paying Agent Agreement, respectively.
Escrow Agreement and Paying Agent Agreement. Buyer shall have executed and delivered executed counterparts to the Escrow Agreement and the Paying Agent Agreement.
Escrow Agreement and Paying Agent Agreement. Parent shall have executed and delivered executed counterparts to the Escrow Agreement and the Paying Agent Agreement.
Escrow Agreement and Paying Agent Agreement. The Securityholders’ Representative shall have executed and delivered executed counterparts to the Escrow Agreement and the Paying Agent Agreement.
Escrow Agreement and Paying Agent Agreement. The Buyer, Parent, the Escrow Agent and the Paying Agent, as applicable, shall have executed and delivered the Escrow Agreement and Paying Agent Agreement.
Escrow Agreement and Paying Agent Agreement. The Escrow Agreement shall have been duly executed by Purchaser and the Escrow Agent. The Paying Agent Agreement shall have been duly executed by Purchaser and the Paying Agent.
Escrow Agreement and Paying Agent Agreement. The Stockholder Representative and the Escrow Agent shall have executed and delivered the Escrow Agreement to the Parent. The Stockholder Representative and the Paying Agent shall have executed and delivered the Paying Agent Agreement to the Parent
Escrow Agreement and Paying Agent Agreement. Parent shall have delivered to the Company the Escrow Agreement and the Paying Agent Agreement, in each case dated as of the Closing Date and executed by Parent and, as applicable, the Escrow Agent or the Paying Agent.
Escrow Agreement and Paying Agent Agreement. At the Closing, each of Purchaser and the Securityholder Representative shall duly execute and deliver to the other, and shall use their reasonable best efforts to cause the Escrow Agent and the Paying Agent to duly execute and deliver to Purchaser and the Securityholder Representative, the Escrow Agreement and the Paying Agent Agreement, respectively.
Escrow Agreement and Paying Agent Agreement. (a) Following the date hereof and at least ten (10) Business Days prior to the Closing Date, Parent shall select an escrow agent reasonably satisfactory to the Company and the Stockholder Representative, to act as escrow agent (the “Escrow Agent”) in accordance with the terms of this Agreement and the Escrow Agreement. On the Closing Date, Parent, the Company and the Stockholder Representative shall enter into the Escrow Agreement with the Escrow Agent. No later than two Business Days after the Closing Date, Parent or Holdco shall fund the Escrow Agent the Escrow Amount.
(b) Following the date hereof and at least ten (10) Business Days prior to the Closing Date, the Company and the Stockholder Representative shall jointly select a paying agent reasonably satisfactory to Parent to serve as paying agent for purposes of this Agreement (the “Paying Agent”) pursuant to a paying agent agreement in customary form reasonably satisfactory to Parent and the Company (the “Paying Agent Agreement”) for purposes of exchanging Certificates for the payments set forth in Section 2.05 hereunder and payment of the portion of the Aggregate Option Payment that is payable to the Financial Investors. All fees and expenses of the Paying Agent shall be borne by the Company, and the Paying Agent Agreement shall be in form and substance reasonably satisfactory to Parent and the Stockholder Representative. On the Closing Date and immediately following the Effective Time, Parent shall pay, or cause to be paid, in immediately available funds to the Paying Agent by wire transfer to a bank account that has been designated in writing by the Paying Agent at least two (2) Business Days prior to the Closing Date the amount of cash equal to the sum of the aggregate amount of the Company Founders’ Closing Consideration and the Financial Investors’ Closing Payment less the sum of the portion of the Aggregate Option Payment that is payable to the Company Founders and the amount of the Other Employee’s Company Founders’ Closing Consideration.