Escrow Contribution. Immediately following the Effective Time, Parent shall cause to be delivered to the Escrow Agent, as a contribution to the Escrow Fund on behalf of the Company Stockholders and with respect to the shares of Company Capital Stock held by the Non-Dissenting Stockholders and holders of Company Options immediately prior to the Effective Time, the Escrow Amount; provided that Parent shall withhold from the Escrow Amount delivered to the Escrow Agent that portion that is attributable to shares of Company Capital Stock held by Parent as set forth in the Merger Consideration Certificate, and Parent shall be deemed to have waived any right to distributions from the Escrow Fund with respect to such shares. The Escrow Fund: (i) shall be held by the Escrow Agent in accordance with the terms of this Agreement and the terms of the Escrow Agreement; (ii) shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or other judicial process of any creditor of any Person; and (iii) shall be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the Escrow Agreement. Parent shall be treated as the owner of the Escrow Fund for tax purposes until such funds are disbursed pursuant to this Agreement and the Escrow Agreement, and all interest on or other taxable income, if any, earned from the investment of such funds shall be treated for tax purposes as earned by Parent, subject to Parent’s right to receive tax distributions in respect of such taxable income as provided in the Escrow Agreement.
Escrow Contribution. At the Closing, the Escrow Amount shall be deposited by the Purchaser into an escrow account (the "Escrow Account") with Chase Bank, N.A. (the "Escrow Agent") to be established and distributed in accordance with the terms and conditions set forth in this Agreement and the escrow agreement, which shall be in substantially the form attached hereto as EXHIBIT C (the "Escrow Agreement"). The amount in the Escrow Account is called the "Escrow Fund".
Escrow Contribution. At the Effective Time, Parent shall cause to be delivered to the Escrow Agent in cash:
Escrow Contribution. The Escrow Fund: (i) shall be held by the Escrow Agent in accordance with the terms of this Agreement and the terms of the Escrow Agreement; (ii) shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or other judicial process of any creditor of any Person; and (iii) shall be held and disbursed in accordance with each Securityholder’s Pro Rata Amount solely for the purposes and in accordance with the terms of this Agreement and the Escrow Agreement.
Escrow Contribution. Notwithstanding anything to the contrary contained in this Agreement, at the Closing, Parent shall withhold from the Purchase Price payable or issuable pursuant hereto and deposit into an escrow account with U.S. Bank National Association (the “Escrow Agent”), to secure the indemnification obligations of the Effective Time Holders under Sections 6 and 10 of this Agreement, an amount equal to the Escrow Amount, which amount shall be comprised of cash and shares of Parent Common Stock, with the shares of Parent Common Stock valued at the Parent Common Stock Price (the “Escrow Fund”). Notwithstanding anything to the contrary in this Agreement, the shares of Parent Common Stock withheld and deposited into the Escrow Fund with respect to the shares of Company Common Stock held by the Significant Employee Stockholders shall be withheld from shares of Parent Common Stock that are vested as of the Closing and not from the Holdback Shares; provided that to the extent such shares of Parent Common Stock are less than the amount required to be contributed to the Escrow Fund with respect to a Significant Employee Stockholder’s Merger Consideration, the shortfall shall be withheld from the cash Merger Consideration payable to such Significant Employee Stockholder and deposited into the Escrow Fund. The Escrow Fund shall be held by the Escrow Agent and disbursed by it solely for the purposes and in accordance with the terms of this Agreement and the provisions of the escrow agreement to be entered into among Parent, the Securityholders’ Agent and the Escrow Agent on the Closing Date, substantially in the form attached hereto as Exhibit F to this Agreement (the “Escrow Agreement”). The terms and provisions of the Escrow Agreement and the transactions contemplated thereby are specific terms of the Mergers, and the approval and adoption of this Agreement and approval of the Mergers by the Effective Time Holders pursuant to written consents evidencing the Required Merger Stockholder Votes and Releases, the Warrant Surrender Agreements and the Letters of Transmittal shall constitute approval by such Effective Time Holders, as specific terms of the Mergers, and the irrevocable agreement of such Effective Time Holders to be bound by and comply with, the Escrow Agreement and all of the arrangements and provisions of this Agreement relating thereto, including the deposit of the Escrow Amount into escrow and the indemnification obligations set forth in Sections 6 and 10 hereof.
Escrow Contribution. On the Initial Closing Date, Buyer shall deposit with Deutsche Bank Trust Company Americas (the "Escrow Agent"), the Estimated Initial Purchase Price described in Section 2.3(a)(iii) above into an escrow account to be established and distributed in accordance with the terms and conditions set forth in this Agreement and the Escrow Agreement (the "Escrow Account").
Escrow Contribution. At the Effective Time, Parent shall cause to be delivered to the Escrow Agent the Escrow Property, as a contribution to the Escrow Fund with respect to the shares of Company Capital Stock held by the Non-Dissenting Stockholders immediately prior to the Effective Time. The Escrow Fund: (i) shall be held by the Escrow Agent in accordance with the terms of this Agreement and the terms of the Escrow Agreement; (ii) shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or other judicial process of any creditor of any Person; and (iii) shall be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the Escrow Agreement. If any Non-Dissenting Stockholder holds Restricted Company Shares (as defined in Section 1.4(d)), the amount contributed to the Escrow Fund on behalf of such Non-Dissenting Stockholder pursuant to this Section 1.4(c) shall, to the extent possible, consist of Merger Consideration that constitutes Restricted Consideration (as defined in Section 1.4(d)).
Escrow Contribution. “Escrow Contribution” shall have the meaning specified in Section 1.7 of this Agreement.
Escrow Contribution. 3 1.4 Withholding ........................................................................................................................ 3 1.5
Escrow Contribution. At or promptly after the Closing, Purchaser shall cause to be delivered to the Escrow Agent in cash as a contribution to the Escrow Fund on behalf of each Seller, an amount equal to such Seller’s Pro Rata Portion of the Escrow Amount. The Escrow Fund: (a) shall be held by the Escrow Agent in accordance with the terms of this Agreement and the terms of the Escrow Agreement; (b) except as otherwise provided by any Legal Requirement, shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or other judicial process of any creditor of any Person; and (c) shall be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the Escrow Agreement. Neither the Escrow Fund (or any portion thereof) nor any beneficial interest therein may be pledged, subjected to any Encumbrance, sold, assigned or transferred by any Seller. The parties hereto agree that Purchaser is the owner of any cash in the Escrow Fund for U.S. Tax purposes, and that all interest on or other taxable income, if any, earned from the investment of such cash pursuant to this Agreement shall be treated for U.S. Tax purposes as earned by Purchaser and that the Escrow Fund shall be treated as an installment obligation for purposes of Section 453 of the Code. 1.4
