Common use of Escrow Deposit Clause in Contracts

Escrow Deposit. (i) At the Effective Time of the Merger, Parent will cause to be delivered to the law offices of Xxxxxx X. Xxxx, as escrow agent (the "Escrow Agent") the Merger Consideration Escrow Deposit and the Parent Escrow Deposit to be held pursuant to the Escrow Agreement attached thereto as Exhibit A (The "Escrow Agreement"). (ii) The settlement date as set forth herein and in the Escrow Agreement (the "Settlement Date") shall be such date which is three months from the Effective Time of the Merger and the date of the resolution of any Contests further to Section 8.03 herein. (iii) After the Settlement Date (a) all shares of the Parent Escrow Deposit pursuant to which Indemnity Claims were paid further to the provisions of the Escrow Agreement and (b) all remaining shares, if any, in the Merger Consideration Escrow Deposit shall be transferred by the Escrow Agent to the Exchange Agent for disbursement further to Section 2.04(a) herein, said transfer to take place within ten (10) business days after the Settlement Date. Exchange Agent shall deliver stock certificates of Parent Common Stock to Company shareholders of record as of the date immediately prior to the Closing within twenty (20) business days of receiving the aforementioned shares from Escrow Agent. The number of shares of Parent Common Stock referenced above and evidenced in the delivered stock certificates to each Company shareholder will be in accordance with said shareholder's pro rata holding of Company Common Stock as of the date immediately prior to the Closing and the terms of Section 2.02 hereof.

Appears in 3 contracts

Samples: Acquisition Agreement (Eaton Laboratories Inc), Acquisition Agreement (Clinical Trials Assistance Corp), Acquisition Agreement (Clinical Trials Assistance Corp)

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Escrow Deposit. (i) At the Effective Time of the Merger, Parent will cause to be delivered to the law offices of Xxxxxx X. XxxxWestpark Capital, Inc. as escrow agent (the "Escrow Agent") the Merger Consideration Escrow Deposit and the Parent Escrow Deposit to be held pursuant to the Escrow Agreement attached thereto as Exhibit A (The "Escrow Agreement"). (ii) The settlement date as set forth herein and in the Escrow Agreement (the "Settlement Date") shall be such date which is three six months from the Effective Time of the Merger and the date of the resolution of any Contests further to Section 8.03 herein. (iii) After the Settlement Date (a) all shares of the Parent Escrow Deposit pursuant to which Indemnity Claims were paid further to the provisions of the Escrow Agreement and (b) all remaining shares, if any, in the Merger Consideration Escrow Deposit shall be transferred by the Escrow Agent to the Exchange Agent for disbursement further to Section 2.04(a) herein, said transfer to take place within ten (10) business days after the Settlement Date. Exchange Agent shall deliver stock certificates of Parent Common Stock to Company shareholders of record as of the date immediately prior to the Closing within twenty (20) business days of receiving the aforementioned shares from Escrow Agent. The number of shares of Parent Common Stock referenced above and evidenced in the delivered stock certificates to each Company shareholder will be in accordance with said shareholder's pro rata holding of Company Common Stock as of the date immediately prior to the Closing and the terms of Section 2.02 hereof.

Appears in 1 contract

Samples: Merger Agreement (Freepcsquote Com)

Escrow Deposit. (i) At the Effective Time of the Merger, Parent will cause to be delivered to the law offices of Xxxxxx X. Xxxx, as escrow agent (the "Escrow Agent") the Merger Consideration Escrow Deposit and the Parent Escrow Deposit to be held pursuant to the Escrow Agreement attached thereto as Exhibit A (The "Escrow Agreement"). (ii) The settlement date as set forth herein and in the Escrow Agreement (the "Settlement Date") shall be such date which is three two months from the Effective Time of the Merger and the date of the resolution of any Contests contests further to Section 8.03 herein. (iii) After the Settlement Date (a) all shares of the Parent Escrow Deposit pursuant to which Indemnity Claims were paid further to the provisions of the Escrow Agreement and (b) all remaining shares, if any, in the Merger Consideration Escrow Deposit shall be transferred by the Escrow Agent to the Exchange Agent for disbursement further to Section 2.04(a) herein, said transfer to take place within ten (10) business days after the Settlement Date. Exchange Agent shall deliver stock certificates of Parent Common Stock to Company shareholders of record as of the date immediately prior to the Closing within twenty (20) business days of receiving the aforementioned shares from Escrow Agent. The number of shares of Parent Common Stock referenced above and evidenced in the delivered stock certificates to each Company shareholder will be in accordance with said shareholder's pro rata holding of Company Common Stock as of the date immediately prior to the Closing and the terms of Section 2.02 hereof.

Appears in 1 contract

Samples: Acquisition Agreement (AirtimeDSL)

Escrow Deposit. (i) At the Effective Time of the Merger, Parent will cause to be delivered to the law offices Law Offices of Xxxxxx X. XxxxXxxx Ltd., as escrow agent (the "Escrow Agent") the Merger Consideration Escrow Deposit and the Parent Escrow Deposit (as defined in the Escrow Agreement) to be held pursuant to for exchange of shares on the Escrow Agreement attached thereto as Exhibit A (The "Escrow Agreement")Effective Time. (ii) The settlement date as set forth herein and in the Escrow Agreement (the "Settlement Date") shall be such date which is three months from the Effective Time of the Merger and the date of the resolution of any Contests further to Section 8.03 herein. (iii) After the Settlement Date (a) all shares of the Parent Escrow Deposit pursuant to which Indemnity Claims were paid further to the provisions of the Escrow Agreement and (b) all remaining shares, if any, in the Merger Consideration Escrow Deposit shall be transferred by the Escrow Agent to the Exchange Agent for disbursement further to Section 2.04(a2.03(a) herein, said transfer to take place within ten (10) business days after the Settlement Date. Exchange Agent shall deliver stock certificates of Parent Common Stock to Company shareholders of record as of the date immediately prior to the Closing within twenty (20) business days of receiving the aforementioned shares from Escrow Agent. The number of shares of Parent Common Stock referenced above and evidenced in the delivered stock certificates to each Company shareholder will be in accordance with said shareholder's pro rata holding of Company Common Stock as of the date immediately prior to the Closing and the terms of Section 2.02 hereof.

Appears in 1 contract

Samples: Acquisition Agreement (Monster Offers)

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Escrow Deposit. (i) At the Effective Time of the Merger, Parent will cause to be delivered to the law offices of Xxxxxx Txxxxx X. Xxxx, as escrow agent (the "Escrow Agent") the Merger Consideration Escrow Deposit and the Parent Escrow Deposit to be held pursuant to the Escrow Agreement attached thereto as Exhibit A (The "Escrow Agreement"). (ii) The settlement date as set forth herein and in the Escrow Agreement (the "Settlement Date") shall be such date which is three months from the Effective Time of the Merger and the date of the resolution of any Contests further to Section 8.03 herein. (iii) After the Settlement Date (a) all shares of the Parent Escrow Deposit pursuant to which Indemnity Claims were paid further to the provisions of the Escrow Agreement and (b) all remaining shares, if any, in the Merger Consideration Escrow Deposit shall be transferred by the Escrow Agent to the Exchange Agent for disbursement further to Section 2.04(a) herein, said transfer to take place within ten (10) business days after the Settlement Date. Exchange Agent shall deliver stock certificates of Parent Common Stock to Company shareholders of record as of the date immediately prior to the Closing within twenty (20) business days of receiving the aforementioned shares from Escrow Agent. The number of shares of Parent Common Stock referenced above and evidenced in the delivered stock certificates to each Company shareholder will be in accordance with said shareholder's pro rata holding of Company Common Stock as of the date immediately prior to the Closing and the terms of Section 2.02 hereof.

Appears in 1 contract

Samples: Acquisition Agreement (It&e International Group)

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