Escrow Amount Deposit Sample Clauses

Escrow Amount Deposit. At the Effective Time, Syneron shall deposit with the Escrow Agent an amount of cash equal to the Indemnification Escrow Amount.

Escrow Amount Deposit. At the Effective Time, Parent shall deposit with the Escrow Agent an amount of cash equal to the Escrow Amount. Parent shall be deemed to have contributed with the Escrow Agent, on behalf of each Company Stockholder and Company Optionholder, each such Company Stockholder’s and Company Optionholder’s Pro Rata Portion of the Escrow Amount, rounded to the nearest cent (with amounts greater than or equal to $0.005 rounded up).

Escrow Amount Deposit. At the Closing, Purchaser shall, on behalf of Seller, deposit into the account established by the Escrow Agent pursuant to the Escrow Agreement the Escrow Amount, as contribution to the Escrow Fund, for the purpose of securing the Purchaser Indemnitees’ indemnification under this Article IX, which shall be governed under the terms set forth in this Agreement and in the Escrow Agreement. The Parties agree that for Tax purposes, Purchaser shall be the owner of any cash in the Escrow Fund, that all interest on or other taxable income, if any, earned from the investment of such cash pursuant to this Agreement or the Escrow Agreement shall be treated for Tax purposes as earned by Purchaser, and that no Taxes due on any interest earned thereon shall by paid from the Escrow Fund, including by virtue of withholding Taxes by the Escrow Agent.

Escrow Amount Deposit. Promptly following the Closing, and without any act of any Company Stockholder, Parent shall deposit an amount of cash deducted from the Merger Consideration equal to the Escrow Amount with the Escrow Agent. For purposes of determining the reduction in the amount of the Merger Consideration payable to each Company Stockholder pursuant to Section 1.6(a) at the time of Closing, Parent will be deemed to have contributed on behalf of each Company Stockholder, his, her or its Pro Rata Portion of the Escrow Amount to the Escrow Fund out of cash amounts of the Merger Consideration payable to each Company Stockholder. Such amounts deposited into the Escrow Fund shall be governed under the terms set forth in this Agreement and the Escrow Agreement. The parties hereto agree that, for Tax purposes, Parent is the owner of any cash in the Escrow Fund, and that all interest on or other taxable income, if any, earned from the investment of such cash pursuant to this Agreement or the Escrow Agreement shall be treated for tax purposes as earned by Parent.

Escrow Amount Deposit. At the Effective Time, Parent shall deposit with the Escrow Agent an amount of cash equal to the Escrow Amount on behalf of each Effective Time Company Stockholder. As a result, the Series A Cash Consideration Per Share, the Series B Cash Consideration Per Share, the Warrant Cash Consideration Per Share and the Common Cash Consideration Per Share, as the case may be, to which each Effective Time Company Stockholder is entitled to receive pursuant to Section 2.7(d) and Section 2.7(h) shall be reduced by an amount obtained by multiplying (x) such Effective Time Company Stockholder’s Pro Rata Portion by (y) the Escrow Amount, rounded to the nearest cent.

Escrow Amount Deposit. As soon as practicable following the Effective Time, Purchaser shall deposit with the Escrow Agent the Escrow Amount pursuant to the terms and subject to the conditions set forth herein and in an escrow agreement, in substantially the form attached hereto as Exhibit C (the “Escrow Agreement”). The foregoing deposit of the Escrow Amount shall be contributed as follows: (A) with respect to the Escrow Stock Amount, (i) the Company Common Holders and the Financial Advisor, as a stockholder, shall contribute a number of shares equal to the Escrow Stock Amount, and (B) with respect to the Escrow Cash Amount, (i) the Company Common Holders shall contribute an amount in cash equal to the sum of (a) the Escrow Remainder Cash Amount multiplied by 33.29%, and (b) the result obtained by subtracting (i) the Aggregate Common Holder Stock Consideration from (ii) $1,000,000, (iii) the Company Preferred Holders shall contribute an amount in cash equal to the Escrow Remainder Cash Amount multiplied by 66.71% and (c) the Financial Advisor shall contribute an amount in cash equal to $48,486.67.

Escrow Amount Deposit. (1) At the Effective Time, Thermage shall deposit with the Escrow Agent an amount of cash equal to the Indemnification Escrow Amount. Thermage shall be deemed to have contributed with the Escrow Agent, on behalf of each Reliant Stockholder, each Reliant Optionholder who held In-the-Money Options, each holder of Reliant RSUs and each Reliant Warrantholder who held In-the-Money Warrants, each such Reliant Stockholder’s, Reliant Optionholder’s, holder of Reliant RSUs and Reliant Warrantholder’s Pro Rata Portion of the Indemnification Escrow Amount, rounded to the nearest cent (with amounts greater than or equal to $0.005 rounded up). (2) In the event that the portion of the Cash Consideration received by each of the Reliant Stockholders, the Reliant Optionholders, the holders of Reliant RSUs and the Reliant Warrantholders who held In-the-Money Warrants pursuant to Section 2.7 is less than their respective Pro Rata Portions of the Indemnification Escrow Amount, the difference shall be funded from the Stock Consideration, valued at the Closing Average Price.

Escrow Amount Deposit. As soon as practicable following the Effective Time, Parent shall deposit with the Escrow Agent the Escrow Amount pursuant to the terms and subject to the conditions set forth herein and in an escrow agreement, in substantially the form attached hereto as Exhibit D (the “Escrow Agreement”). Parent shall be deemed to have contributed with the Escrow Agent, with respect to each Company Stockholder, each such Company Stockholder’s Pro Rata Portion of the Escrow Amount, rounded to the nearest cent (with amounts greater than or equal to $0.005 rounded up) and rounded down to the nearest share.

Escrow Amount Deposit. As soon as practicable following the Effective Time, Parent shall deposit the Escrow Amount with the Escrow Agent. Parent shall be deemed to have contributed with the Escrow Agent, on behalf of each Effective Time Company Stockholder, each such stockholder’s Escrow Contribution.