Escrow Consideration Sample Clauses

Escrow Consideration. Pursuant to the Escrow Agreement, at the Effective Time, Buyer shall deposit with the Escrow Agent the Escrow Consideration and the Post-Closing Representative Expense Amount in cash, to be held and distributed pursuant to the terms of the Escrow Agreement. By (i) voting in favor of the Merger, (ii) executing and delivering to Buyer a Supporting Stockholder Option Agreement, (iii) executing and delivering an Option Termination Agreement to the Company, (iv) exchanging shares of Company Capital Stock for any payment pursuant to this Article II, (v) executing and delivering a Bonus Recipient Agreement or (vi) accepting any payment under an Option Termination Agreement or Bonus Recipient Agreement, each Company Securityholder irrevocably approves the deposit of the Escrow Consideration and the Post-Closing Representative Expense Amount with the Escrow Agent, the terms of the Escrow Agreement, the terms of this Section 2.8, the appointment of the Representative (and any successor to the Representative as contemplated by this Agreement) and the terms of Section 2.9. The amounts available from time to time in the escrow account from which Claims may be paid shall be the “Escrow Amount”, which as of the Effective Time shall be equal to the Escrow Consideration and, for purposes of clarification, shall not include any interest on such amount, or the Post-Closing Representative Expense Amount or any interest thereon. The Post-Closing Representative Expense Amount shall be available to the Representative to cover Representative Expenses pursuant to Section 2.8(d). The Escrow Amount and the Post-Closing Representative Expense Amount (and any interest accrued thereon) shall, during the term of the Escrow Agreement, be the property of Buyer, it being understood for purposes of clarification that any interest on the Escrow Amount shall be held by the Escrow Agent, subject to the provisions of Section 2.8(g), on behalf of and for the account of the Company Securityholders. Subject to Section 2.5, 2.6, 2.8(h) and 2.8(i), each Company Securityholder shall be entitled to receive, on the later of (i) one year anniversary of the Closing Date and (ii) the date on which there are no Unresolved Claims pending (the later of such dates, the “Release Date”), its, his or her Escrow Pro-Rata Share of any remaining Escrow Amount and the Post-Closing Representative Expense Amount (and any interest accrued thereon and remaining pursuant to the Escrow Agreement), subject to any reimburse...

Escrow Consideration. An amount equal to the Purchase Price less Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (the "Escrow Consideration") shall be placed in escrow pursuant to the provisions of Paragraph 5.9 hereof to be held for a period of 18 months as security for indemnification obligations of Shareholder under this Agreement.

Escrow Consideration. (a) At or before the Effective Time, BFST shall deposit or cause to be deposited, from the Aggregate Stock Consideration, a number of validly issued, fully paid and nonassessable shares of BFST Common Stock, having a value equal to $1,500,000.00 based on the BFST Share Closing Price (the “Escrow Consideration”), into a segregated escrow account (the “Escrow Account”) with Computershare Trust Company, N.A. (the “Escrow Agent”) until the later of (i) the date that the litigation set forth on Section 2.2 of the Oakwood Disclosure Schedules (the “Escrow Litigation”) is fully and finally resolved in accordance with the terms of the Escrow Agreement or (ii) two (2) years from the Closing Date; provided, however, if BFST is not a party to any claim related to the Escrow Litigation at the expiration of the two (2) year period described in clause (ii) of this Section 2.2(a), then the Escrow Consideration shall be distributed in accordance with Section 6(b) of the Escrow Agreement (the “Escrow Period”). BFST shall cause the Escrow Agent to distribute the Escrow Consideration to the holders of Oakwood Stock immediately prior to the Effective Time (other than Cancelled Shares and Dissenting Shares) in accordance with the terms and conditions of this Agreement and the Escrow Agreement. (b) From and after the Effective Time, BFST and Oakwood agree that for all Tax purposes, (i) the Oakwood shareholders shall be treated as the owners of the Escrow Consideration in the Escrow Account, (ii) the Escrow Consideration shall be treated as part of the Merger Consideration for such shareholders’ Oakwood Stock pursuant to the Merger to the extent permissible under applicable law, and (iii) the Oakwood shareholders shall be entitled to receive dividends on, and shall be entitled to vote on, the shares of BFST Common Stock held in the Escrow Account. The Oakwood shareholders shall take into account all items of income, deduction and credit with respect to the Escrow Consideration while it is held in the Escrow Account. No party shall take any position on an income Tax Return that is inconsistent with the foregoing unless otherwise required pursuant to applicable law.

Escrow Consideration. (a) At Closing, Acquiror will deposit, or cause to be deposited, the Escrow Consideration with the Escrow Agent appointed pursuant to the Escrow Agreement (the “Escrow Agent”). The Escrow Consideration shall be held as security of the indemnification obligations of the Effective Time Holders under this Section 9, and administered per the terms of this Agreement and the Escrow Agreement. The Escrow Consideration will be held by the Escrow Agent for the periods provided herein and in the Escrow Agreement, and any Escrow Consideration to be distributed to the Effective Time Holders shall be distributed in accordance with such Effective Time Holder’s Pro Rata Portion. Acquiror shall pay the fees and expenses of the Escrow Agent. (b) On the date that is twelve (12) months following Closing, the Escrow Agent will distribute to the Effective Time Holders in accordance with their Pro Rata Portion, an amount equal to (i) 50% of the Escrow Consideration minus (ii) the aggregate amount of any Damages set forth in an Officer’s Certificate that is timely delivered pursuant to this Agreement and which remain unresolved at such date, and minus (iii) any amounts released from the Escrow Consideration to the Effective Time Holders pursuant to the provisions of this Section 9 following resolution of any claim or claims made in any Officer’s Certificate timely delivered pursuant to this Agreement. Thereafter, on the date that is twenty-four (24) months following Closing, the Escrow Agent will distribute any remaining Escrow Consideration minus the aggregate amount of any Damages set forth in an Officer’s Certificate that is timely delivered pursuant to this Agreement and not yet resolved.

Escrow Consideration. 1.4.1 At the Closing, Buyer shall deposit into escrow the portions of the Purchase Price identified in Subsection 1.4.2 hereafter (the "Escrow Consideration"). The Escrow Shares (defined below) shall serve on a non-exclusive basis as collateral for the indemnification obligations of the Shareholders pursuant to this Agreement. Buyer consents to the appointment of Cors & Bassxxx xx the Escrow Agent. The deposit, maintenance and ultimate disposition of the Escrow Consideration shall be governed by the terms of an escrow agreement, the form of which is attached hereto as Exhibit A (the "Escrow Agreement").

Escrow Consideration. (a) On or prior to the Closing Date, Parent shall deposit or cause to be deposited (i) out of the Cash Consideration an amount of cash equal to Three Hundred Forty-Five Thousand Dollars ($345,000.00) (the “Cash Escrow Consideration”) and (ii) out of the Stock Consideration 22,660 shares of Parent Common Stock (the “Stock Escrow Consideration”, and together with the Cash Escrow Consideration, the “Escrow Consideration”) into an escrow account (the “Escrow Account”) with the Bank (or such other Person as may be mutually agreed by Parent and the Company), in its capacity as escrow agent, which shall be held in the Escrow Account for a period of twelve (12) months following the Closing Date (the “Escrow Period”) and disbursed only in accordance with the terms and conditions set forth in an escrow agreement substantially in the form attached hereto as Exhibit “D” (the “Escrow Agreement”) or as otherwise agreed by Parent and the Company Members Representative. (b) Parent and the Company agree that for all Tax purposes the Company Members shall be treated as the owner of amounts in the Escrow Account until such funds may be distributed to the Company Members. No party shall take any action or filing position inconsistent with the foregoing.

Escrow Consideration. At the Closing, Acquiror shall deposit with the Escrow Agent the Escrow Consideration pursuant to the terms of this Agreement and Escrow Agreement, with the portion of the Escrow Consideration attributable to each Seller set forth in Schedule 1. The Escrow Consideration shall constitute partial security for the Adjustment Amount and the indemnification obligations of the Sellers pursuant to Article VII, to the extent due and payable, if any, and shall be held and distributed in accordance with the provisions of this Agreement and the Escrow Agreement. Each Seller acknowledges and agrees that such Seller’s right to receive any portion of the Escrow Consideration is a contingent right, and such Seller shall only be entitled to a portion of the Escrow Consideration, if any, as and when the Escrow Consideration becomes distributable to Sellers in accordance with the provisions of this Agreement and the Escrow Agreement.

Escrow Consideration. (a) Upon receipt of the Escrow Consideration, the Depository Agent shall send a notice to Parent and the Holder Representative acknowledging receipt of the Escrow Consideration and shall hold the Escrow Cash and the Escrow Shares in escrow in the Escrow Account pursuant to the terms of this Agreement. (b) The certificates representing the Escrow Shares and the Escrow Cash and all interest and other amounts earned thereon (collectively, "Earnings") shall be retained in the Escrow Account until released pursuant to Section 6 or Section 7 of this Agreement, as applicable. The Escrow Shares and the Escrow Cash shall be separately accounted for by the Depository Agent and shall be segregated into separate accounts within the Escrow Account. (c) Until such time as Escrow Cash shall be distributed by the Depository Agent as provided herein, Escrow Cash shall be invested and reinvested by the Depository Agent in accordance with any joint written instructions of Buyer and the Holder Representative. For the purpose of investing the Escrow Cash, the Depository Agent may accept written instructions (including instructions sent to the Depository Agent by facsimile transmission, with original sent promptly to the Depository Agent) from Parent and the Holder Representative. The Depository Agent shall act upon investment instructions the day that such instructions are received, provided the requests are communicated within a sufficient amount of time to allow the Depository Agent to make the specified investment. Instructions received after an applicable investment cutoff deadline shall be treated as being received by the Depository Agent on the next Business Day. In the absence of such instructions, the Depository Agent shall invest, to the extent reasonably practicable, in a U.S. Bank Money Market Account, which is insured by the FDIC. The Depository Agent may make any investments through its own investment department or that of any of its Affiliates.

Escrow Consideration. On the Closing Date, Parent shall deposit with the Escrow Agent referred to in Section 9.2(a) an amount in cash equal to $7,700,000 (the "ESCROW CONSIDERATION"), as collateral for the indemnification obligations of the Company pursuant to Article IX of this Agreement. The Merger Consideration Spreadsheet shall set forth for each Securityholder the portion of the Escrow Consideration that is allocable to such Securityholder.

Escrow Consideration. (a) At the Closing, Buyer shall deposit into escrow the components of the Purchase Price identified in subparagraph 1.5(b) hereafter (the "Escrow Consideration"). The Stock Consideration component set forth below shall serve on a non-exclusive basis as collateral for the indemnification obligations of the Shareholders pursuant to this Agreement, and the Cash Consideration component set forth below shall be offset against the "Deficiency" as provided in Section 5.10 hereof. Buyer consents to the appointment of Levenfeld, Eisenberg, Janger & Glasxxxxx xx the escrow agent (the "Escrow Agent"). The deposit, maintenance and ultimate disposition of the Escrow Consideration shall be governed by the terms of an escrow agreement, the form of which is attached hereto as Exhibit A (the "Escrow Agreement"). (b) The Escrow Consideration shall consist of: (i) 10% of the Cash Consideration identified in Section 1.2(a) herein (the "Escrow Cash"); and (ii) 50% of the shares of the Stock Consideration identified in Section 1.2(b) herein (the "Escrow Shares").