Escrow Distributions Sample Clauses

Escrow Distributions. The Parties agree that the Escrow Shares shall be released in accordance with the terms and conditions of the Amended Earnout Agreement. The procedure for distribution shall be as follows: Written notice shall be provided to Escrow Agent by Deer Valley, on the one hand, or by the Sellers Representative, on the other, stating that a Distribution Date (as defined in Section 1.4 of the Amended Earnout Agreement) has occurred and the Escrow Shares are to be released (the “Notice”). Such Notice shall specify the number of shares to be released and shall provide instructions on how to release the specified shares. Within five (5) days of Escrow Agent receiving the Notice, Escrow Agent shall transmit the Notice to Deer Valley, if provided by the Sellers’ Representative, or to the Sellers’ Representative, if provided by Deer Valley. At such time, the receiving party shall have thirty (30) days (the “Objection Period”) within which to a provide written objection to the Escrow Agent contesting the release of Escrow Shares as specified in the Notice (an “Objection”). An Objection will be deemed received upon receipt by the Escrow Agent. If an Objection is received by the Escrow Agent, the Escrow Agent shall hold the Escrow Shares until either (1) the Escrow Agent receives written instructions for distribution executed by Deer Valley and the Sellers’ Representative; or (2) a judge having jurisdiction over the Amended Earnout Agreement shall provide other instructions to the Escrow Agent. If an Objection is not received during the Objection Period, the Escrow Agent shall distribute the Escrow Shares in accordance with the Notice.
Sample 1
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Escrow Distributions. Any and all distributions to and from the Escrow shall be allocated among the DSLT Stockholders, pro rata, based on each holder's proportionate interest in shares of DSLT Common Stock held immediately prior to the Merger, as separate subaccounts for each holder. Any and all distributions of Parent Common Stock from the Escrow shall be valued at the Parent Share Value as of the date of disribution. Any distribution from the Escrow is to be adjusted to reflect the appropriate Tax Adjustment (provided that the payment to which such distribution relates is within a category cutomarily deductible for federal income tax purposes), such that only the net amount following such adjustment shall be withdrawn, and Parent or DSLT (as the surviving corporation) shall use its own funds to make the full amount of the gross payment required even though the actual tax adjustment might be deferred.
Sample 1
Escrow Distributions. On the next Business Day that immediately follows the date that is the earlier of (i) twelve (12) months following the Closing Date and (ii) the completion of the Surviving Corporation’s audit for the fiscal year ended December 31, 2007 (the Escrow Agent is to be notified of the date referenced in this clause (ii) if it occurs prior to the date in clause (i) by means of a notice signed by the Acquiror and the Stockholder Representative; provided that failure to deliver such notice shall not affect (x) the distribution of funds as provided for in this Section 4(c), or (y) affect any other rights hereunder) (either such date the “Release Date”), the Escrow Agent shall automatically pay and distribute to the Stockholder Representative the then remaining portion, if any, of the Escrow Amount less the sum of (i) any Acquiror Indemnification Claims finally determined but unpaid as of the Release Date, (ii) any Working Capital Adjustment Claim unpaid as of the Release Date, and (iii) an amount equal to the aggregate amount of Unresolved Claims (as defined below). For purposes of this Agreement, (x) an “Unresolved Claim” means any of (1) a potential adjustment that remains subject to good faith dispute under the terms of Section 2.15 of the Merger Agreement and (2) an Acquiror Indemnification Claim that has been timely asserted and timely notified (as required under the Merger Agreement) to the Stockholder Representative but (A) is the subject of a Counter Indemnification Notice and not properly payable as of the Release Date under the terms of Section 4(b)(ii) above, (B) the time period described in Section 4(b)(i) for the Stockholder Representative to deliver a Counter Indemnification Claim with respect to such Acquiror Indemnification Claim shall not have expired or (C) the amount of such Acquiror Indemnification Claim remains unknown as of the Release Date, and (y) the amount of an Unresolved Claim means the amount of such claim remaining subject to dispute pursuant to the terms of the Merger Agreement and hereof or, if the Acquiror Indemnification Claim does not specify an amount because it remains unknown, a good faith estimate of the likely potential obligation. For purposes of any Unresolved Claims, on the immediately following Business Day after the Escrow Agent’s receipt of a Joint Written Instruction or a Certificated Final Order, as the case may be, following the Release Date, the Escrow Agent shall release the portion of the Escrow Amount that is the ...
Sample 1
Escrow Distributions. 15 2.6 Closing Costs; Transfer Taxes and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 2.7
Sample 1
Escrow Distributions. Within five (5) business days following the date on which any 1995 Fees (as defined below), are released from the Bay Area Escrow Account (as defined below) to the Bay Area Partnership, Buyer shall pay Parent an amount in cash equal to 50% of such 1995 Fees. Within five (5) business days following the date on which any 1996 Fees (as defined below) are released from the Bay Area Escrow Account (as defined below) to the Bay Area Partnership, Buyer shall pay Parent an amount equal to 50% of all 1996 Fees released to the Bay Area Partnership. Buyer shall not be obligated to make any payment to any other party of funds related to the Assignor Medicare Escrow Account described in the Assignment and Assumption Agreement, dated April 1, 1995, between Parent and Bay Area Renal Stone Center, Ltd., but shall cause its employees to assist Parent in discharging its duties under Section 7 of such Agreement. For purposes of this Agreement, the following terms shall have the following meanings:
Sample 1
Escrow Distributions. (a) The Parties covenant and agree that, when and as appropriate, the Buyer and the Shareholders’ Representative shall, within thirty (30) days after completion and delivery of the 2006 Audit (the “Escrow Termination Date”), deliver a joint written instruction to the Escrow Agent to disburse to the Sellers the balance, if any, of the Escrow Sum, less the amount of any Claims pending under ARTICLE 7 and/or Section 5.5 of this Agreement as of such date. (b) If an amount is retained in the Escrow Fund pursuant to this Section 5.4 with respect to a pending Claim, then within ten (10) Business Days following the resolution of such Claim, the portion of such amount that is not required to satisfy the indemnification obligations with respect to any Claims then existing shall be disbursed to the Sellers.
Sample 1
Escrow Distributions. Distribution of the Escrow Shares shall be -------------------- made in the manner provided in the Escrow Agreement.
Sample 1
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Escrow Distributions. Promptus shall pay GTI 72.1267 % of the Escrow Distributions within two (2) Business Days of Promptus' receipt thereof, in cash by wire transfer to a bank account designated by GTI.
Sample 1

Related to Escrow Distributions

  • Final Distributions Upon the winding up of the LLC, the assets must be distributed as follows: (a) to the LLC creditors; (b) to Members in satisfaction of liabilities for distributions; and (c) to Members first for the return of their contributions and secondly respecting their LLC interest, in the proportions in which the Members share in profits and losses.

  • Interim Distributions At such times as may be determined by it in its sole discretion, the Trustee shall distribute, or cause to be distributed, to the Beneficiaries, in proportion to the number of Trust Units held by each Beneficiary relating to the Trust, such cash or other property comprising a portion of the Trust Assets as the Trustee may in its sole discretion determine may be distributed without detriment to the conservation and protection of the Trust Assets in the Trust.

  • Liquidating Distributions Notwithstanding anything to the contrary in this Article VII or in Section 8.3 of the Master Agreement, upon the sale of the Property or the dissolution and liquidation of the Series in accordance with the provisions of this Agreement and of Section 8.3 of the Master Agreement, the proceeds of liquidation of the Series or the sale of the Property will be distributed within ninety (90) days of the date of sale of the Property or the dissolution and liquidation in the following order and priority: (i) First, to creditors of the Series, including the Members who are creditors, to the extent otherwise permitted by law, in satisfaction (whether by payment or the making of reasonable provision for payment thereof) of all debts, liabilities, obligations and expenses of the Series, including, without limitation, the expenses incurred in connection with the liquidation of the Series; and (ii) Second, to the Members pro rata in proportion to their holdings of Shares, with such Distributions to be made by the end of the Fiscal Year during which the liquidation occurs (or, if later, ninety (90) days after the date of the liquidation).

  • Residual Distributions If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights and preferences.

  • Operating Distributions Subject to Section 5.2, the Company shall from time to time distribute to the Member such amounts in cash and other assets as shall be determined by the Member.

  • Cash Distributions Whenever the Depositary receives confirmation from the Custodian of the receipt of any cash dividend or other cash distribution on any Deposited Securities, or receives proceeds from the sale of any Deposited Securities or any other entitlements held in respect of Deposited Securities under the terms hereof, the Depositary will (i) if at the time of receipt thereof any amounts received in a Foreign Currency can in the judgment of the Depositary (pursuant to Section 4.8) be converted on a practicable basis into Dollars transferable to the United States, promptly convert or cause to be converted such cash dividend, distribution or proceeds into Dollars (on the terms described in Section 4.8), (ii) if applicable, establish the ADS Record Date upon the terms described in Section 4.9, and (iii) distribute promptly the amount thus received (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld) to the Holders entitled thereto as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributed shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to Holders of ADSs outstanding at the time of the next distribution. If the Company, the Custodian or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders on the ADSs representing such Deposited Securities shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or the Depositary to the relevant governmental authority. Evidence of payment thereof by the Company shall be forwarded by the Company to the Depositary upon request.

  • Capital Contributions Distributions 17 TABLE OF CONTENTS (continued)

  • Special Distributions In case the Company shall fix a record date for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) or evidences of indebtedness or assets (other than dividends and distributions referred to in Sections 4(c) and 4(d) above and other than cash dividends) or of subscription rights, options, warrants, or exchangeable or convertible securities containing the right to subscribe for or purchase shares of any class of equity securities of the Company (excluding those referred to in Section 4(e) above), the Warrant Price to be in effect on and after such record date shall be adjusted by multiplying the Warrant Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the fair market value per share of Common Stock on such record date, less the fair value (as determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights, options, warrants, or exchangeable or convertible securities applicable to one (1) share of the Common Stock outstanding as of such record date, and (ii) the denominator of which shall be such fair market value per share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed; and in the event that such distribution is not so made, the Warrant Price shall again be adjusted to be the Warrant Price which would then be in effect if such record date had not been fixed, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of this Warrant prior to the date such subsequent adjustment was made.

  • Certain Distributions If the Company elects to: (I) distribute, to all or substantially all holders of Common Stock, any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan prior to separation of such rights from the Common Stock) entitling them, for a period of not more than 60 calendar days after the date such distribution is announced, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Prices per share of Common Stock for the ten consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced (determined in the manner set forth in the third paragraph of Section 5.05(A)(ii)); or (II) distribute, to all or substantially all holders of Common Stock, assets or securities of the Company or rights to purchase the Company’s securities (other than rights issued pursuant to a stockholder rights plan prior to separation of such rights from the Common Stock), which distribution per share of Common Stock has a value, as reasonably determined by the Company in good faith, exceeding 10% of the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before the date such distribution is announced, then, in either case, (x) the Company will send written notice of such distribution, and of the related right to convert Notes, to Holders, the Trustee and the Conversion Agent at least 50 Scheduled Trading Days before the Ex-Dividend Date for such distribution; and (y) once the Company has sent such notice, Holders may convert their Notes at any time until the earlier of the Close of Business on the Business Day immediately before such Ex-Dividend Date and the Company’s announcement that such distribution will not take place; provided, however, that the Notes will not become convertible pursuant to clause (y) above (but the Company will be required to send notice of such distribution pursuant to clause (x) above) on account of such distribution if each Holder participates, at the same time and on the same terms as holders of Common Stock, and solely by virtue of being a Holder, in such distribution without having to convert such Holder’s Notes and as if such Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the record date for such distribution; and (ii) the aggregate principal amount (expressed in thousands) of Notes held by such Holder on such date; provided, further, that if the Company is then otherwise permitted to settle conversions of Notes by Physical Settlement (and, for the avoidance of doubt, the Company has not elected another Settlement Method to apply, including pursuant to Section 5.03(A)(i)), then the Company may instead elect to provide such notice at least ten Scheduled Trading Days before such Ex-Dividend Date, in which case (x) the Company must settle all conversions of Notes with a Conversion Date occurring on or after the date the Company provides such notice and on or before the Business Day immediately before the Ex-Dividend Date for such distribution (or any earlier announcement by the Company that such distribution will not take place) by Physical Settlement; and (y) such notice must state that all such conversions will be settled by Physical Settlement; provided, further, that, notwithstanding anything to the contrary in this Section 5.01(C)(i)(3)(a), in the case of any separation, from the Common Stock, of rights issued pursuant to a stockholder rights plan as set forth in clauses (I) and (II) above, in no event will the Company be required to provide such notice before the Business Day after the date the Company becomes aware of the event causing such separation.

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