Escrow Contribution. Notwithstanding anything to the contrary contained in this Agreement, at the Closing, Parent shall withhold from the Purchase Price payable pursuant hereto and deposit into an escrow account with Acquiom Clearinghouse LLC, or any replacement escrow agent thereafter designated pursuant to the Escrow Agreement (the “Escrow Agent”), to secure the indemnification obligations of the Effective Time Holders under Section 10 of this Agreement, an amount in cash equal to the Escrow Amount (the “Escrow Fund”). The Escrow Fund shall be non-interest bearing and shall be held by the Escrow Agent and disbursed by it solely for the purposes of 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 Merger, and the approval and adoption of this Agreement and approval of the Merger by the Effective Time Holders pursuant to written consents evidencing the Required Merger Stockholder Vote and the Holdback Agreements, the Warrant Surrender Agreements and the Letters of Transmittal shall constitute approval by such Effective Time Holders, as specific terms of the Merger, 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 Section 10 hereof.
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. 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. As soon as reasonably practicable following the Effective Time, but in any event no later than two Business Days after the Effective Time, Parent shall cause to be delivered to the Escrow Agent, in cash, an amount equal to the Escrow Amount to be held in an interest-bearing account. The Escrow Fund: (i) shall be held by the Escrow Agent in accordance with the terms of this Agreement and the terms of an escrow agreement in substantially the form attached hereto as Exhibit C, which is to be executed and delivered by Parent, the Securityholders’ Agent and the Escrow Agent at the Closing (the “Escrow Agreement”) and (ii) shall be held and disbursed solely for the purposes set forth in, and in accordance with the terms of this Agreement and the Escrow Agreement. Parent shall pay all fees and expenses of the Escrow Agent. Fifty percent (50%) of all interest earned on the Escrow Fund shall be payable to Parent on a quarterly basis and on the final release from the Escrow Fund. The parties hereto acknowledge and agree that for federal and applicable state and local income tax purposes, any disbursements from the Escrow Fund to any securityholder shall be treated as payments pursuant to an “installment sale” within the meaning of Code Section 453(b). To the greatest extent permitted by applicable Legal Requirements, the parties hereto agree to file (or cause to be filed) all required Tax Returns in a manner consistent with this Section 1.5 and to use commercially reasonable efforts to sustain such treatment in any subsequent Tax audit or Tax dispute.
Escrow Contribution. At the Effective Time, Parent shall cause to be delivered to the Escrow Agent in cash:
(i) as a contribution to the Escrow Fund with respect to each share of Target Stock outstanding immediately prior to the Effective Time, an amount equal to the Escrow Contribution Amount applicable to such share of Target Stock; and
(ii) as a contribution to the Escrow Fund with respect to each share of Target Common Stock that is subject to a Vested Target Stock Option that is outstanding immediately prior to the Effective Time, an amount equal to the Escrow Contribution Amount applicable to such share of Target Common Stock. 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) 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.
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 in cash:
(i) as a contribution to the Indemnification Escrow Fund and the Expenses Escrow Fund with respect to each share of Company Capital Stock held by the Non-Dissenting Stockholders immediately prior to the Effective Time, an amount equal to the Indemnification Escrow Contribution Amount and the Expenses Escrow Contribution Amount, respectively, applicable to such share of Company Capital Stock; and
(ii) as a contribution to the Indemnification Escrow Fund and the Expenses Escrow Fund with respect to each share of Company Common Stock that is subject to a Company Option that is outstanding immediately prior to the Effective Time, an amount equal to the Indemnification Escrow Contribution Amount and the Expenses Escrow Contribution Amount, respectively, applicable to such share of Company Common Stock. Each of the Indemnification Escrow Fund and the Expenses 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) 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.
Escrow Contribution. “Escrow Contribution” shall have the meaning specified in Section 1.7 of this Agreement.
Escrow Contribution. Closing Balance Sheet; Closing Consideration Spreadsheet. ............................................ 5 1.7
