Escrow of Consideration. In order to at least partially satisfy and to establish a procedure for the satisfaction of claims by Parent for payment by the Stockholders of any post-Closing purchase price adjustments as set forth in Section 2.10 hereof and claims by the Parent Indemnified Parties for indemnification pursuant to Article XII hereof, Parent, Stockholder Representative and the Escrow Agent shall enter into the Escrow Agreement on the Closing Date, pursuant to which Parent shall deposit with the Escrow Agent at the Closing, a portion of the Initial Stock Consideration in the form of shares of Parent Common Stock (the “Escrow Shares”) having a value, calculated on the basis of the Closing Price, equal to an aggregate amount of Four Million Five Hundred Thousand Dollars ($4,500,000). Parent shall be deemed to have contributed (on behalf of each Escrow Participant) each Escrow Participant’s Pro Rata Portion of the Escrow Amount to the Escrow Account at such time, rounded to the nearest share (and the consideration payable to each Escrow Participant pursuant to Section 2.5(a) shall be reduced by such amount). As used in this Agreement, the term “Escrow Amount” means, as of any moment in time, the amount then in the Escrow Account. Pursuant to the terms and subject to the conditions of the Escrow Agreement, the Escrow Agent shall establish an escrow account into which the Escrow Agent shall deposit the Escrow Amount (the “Escrow Account”). The timing and methodology for the release of the Escrow Amount shall be governed by the terms and subject to the conditions set forth in this Agreement and the Escrow Agreement. Subject to Section 2.6(d) and Section 12.2(c) hereof and the terms of the Escrow Agreement, in the event of a distribution of any amounts from the Escrow Account to the Escrow Participants, each Escrow Participant shall be entitled to receive a portion of such distribution equal to such Escrow Participant’s Pro Rata Portion of such distribution.
Escrow of Consideration. Upon the Closing, Parent shall withhold an amount equal to the Initial Escrow Amount and deliver cash, shares of Parent Common Stock or a combination of cash and shares of Parent Common Stock (in the same proportion as Parent elects to pay pursuant to Section 1.8(c)) to La Salle Bank National Association, a national banking association, as escrow agent (or such other escrow agent agreed to in writing by Parent and the Stockholders’ Representative, the “Escrow Agent”), to be held by the Escrow Agent as collateral (such amount, along with any interest earned on any cash portion thereon, the “Escrow Fund”) and the sole and exclusive security to secure the rights of the Indemnified Parties under Section 8 hereof. The Escrow Fund shall be held pursuant to the provisions of an escrow agreement substantially in the form of Exhibit 1.13 (the “Escrow Agreement”). In the event the Final Merger Consideration is greater than the Preliminary Merger Consideration, the Adjustment Escrow Amount shall immediately be added to, and become a part of, the Escrow Fund and governed by the Escrow Agreement. Any shares of Parent Common Stock comprising the Escrow Fund will be represented by a certificate or certificates issued in the name of the Escrow Agent and will be held by the Escrow Agent until 11:59 p.m. Pacific Time on the date that is the first-year anniversary of the Closing Date (the “Escrow Period”); provided, however, that in the event any Indemnified Party has made a claim under Section 8 prior to the end of the Escrow Period, then, in accordance with and subject to the terms and conditions of the Escrow Agreement, the Escrow Period shall continue in respect of that portion of the Escrow Fund subject to the claim (and the Escrow Agent will continue to hold such portion of the Escrow Fund in escrow) until such claim is fully and finally resolved. Upon approval of this Agreement by the requisite majority of the Company’s stockholders, all such stockholders shall, without any further act of any Company stockholder, be deemed to have consented to and approved (i) the use of the Escrow Fund as collateral to secure the rights of the Indemnified Parties under Section 8 in the manner set forth herein and in the Escrow Agreement, and (ii) the appointment of the Stockholders’ Representative as the representative under the Escrow Agreement of the Persons receiving consideration under this Agreement and as the attorney-in-fact and agent for and on behalf of each such Person (oth...
Escrow of Consideration. At the Effective Time, Keynote will withhold from the Initial Consideration, $1.5 million of the Initial Consideration to be issued to such Digital Content Members pursuant to Section 2.1.2 (such withheld cash consideration being hereinafter referred to as the "Escrow Consideration"), and will hold the Escrow Consideration as security for the Digital Content Members' indemnification obligations for Damages (as defined in Section 11.2) under Article 11 hereof. The Escrow Consideration will be held by Keynote, subject to the terms and conditions of Article 11 hereof, until the Release Date (as defined in Section 11.1 hereof).
Escrow of Consideration. (a) On the Closing Date, Parent shall deposit, or shall cause to be deposited, Forty Million Dollars ($40,000,000) (the “Indemnification Escrow Amount”) into an escrow account (the “Indemnification Escrow Account”) established pursuant to the terms of an Escrow Agreement to be entered into at Closing among Holder Representative, Parent and Wxxxx Fargo Bank, N.A., or such other escrow agent mutually acceptable to the Parties, as escrow agent (the “Escrow Agent”), substantially in the form attached hereto as Exhibit E (the “Escrow Agreement”), in order to fully support the Company Equityholders’ indemnification obligations under Article XII hereof.
Escrow of Consideration. (a) On the Closing Date, Parent shall deposit, or shall cause to be deposited, $75,000,000 (the “Indemnification Escrow Amount”) into an escrow account (the “Indemnification Escrow Account”) established pursuant to the terms of an Escrow Agreement to be entered into at Closing among Holder Representative, Parent and Xxxxx Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), substantially in the form attached hereto as Exhibit E (the “Escrow Agreement”), in order to fully support the Company Equityholders’ indemnification obligations under Article XII hereof.
Escrow of Consideration. In order to at least partially satisfy, and to establish a procedure for the satisfaction of, claims by Parent for payment by the Company Equityholders of any post-Closing purchase price adjustment as set forth in Section 1.10 hereof and Claims by the Parent Indemnitees for indemnification pursuant to Article VII hereof, Parent, the Stockholder Representative and the Escrow Agent shall enter into the Escrow Agreement on the Closing Date, pursuant to which Parent shall deposit with the Escrow Agent the Escrow Amount. Parent shall be deemed to have contributed (on behalf of each Company Equityholder) each Company Equityholder’s Pro Rata Portion of the Escrow Amount. Pursuant to the terms and subject to the conditions of the Escrow Agreement, the Escrow Agent shall establish an escrow account into which the Escrow Agent shall deposit the Escrow Amount in accordance with the Escrow Agreement (the “Escrow Account”). The timing and methodology for the release of the Escrow Amount shall be governed by the terms and subject to the conditions set forth in this Agreement and the Escrow Agreement; provided, however, that each of Parent and the Stockholder Representative agrees that it will act in good faith and cooperate with one another to execute and deliver such joint written instructions, including with respect to any distributions of the Escrow Amount, to the Escrow Agent as are required to implement the intent of this Agreement and the Escrow Agreement. Subject to Section 1.7(d) and Section 7.2(a) hereof and the terms of the Escrow Agreement, in the event of a distribution of any amounts from the Escrow Account to the Company Equityholders, each Company Equityholder shall be entitled to receive a portion of such distribution equal to such Company Equityholder’s Pro Rata Portion of such distribution.
Escrow of Consideration. All Interim Payments shall be deposited by ----------------------- NEOPOINT in an escrow account (the "Escrow Account") to be established pursuant to the terms of an Escrow Agreement to be executed by NEXCOM, NEOPOINT and Bank of America, as Escrow Agent. The Escrow Agreement shall provide for the Escrow Agent to release thirty percent (30%) of each Interim Payment to NEXCOM within five (5) days of the date NEOPOINT deposits such Interim Payment in the Escrow Account.
Escrow of Consideration. 16.1 The Sellers agree that at Completion, without prejudice to any other remedy available to the Buyer, the Buyer shall be entitled to withhold from the payment of any sums due to the Sellers at Completion the aggregate sum of £1,000,000 (the “Escrow Monies”) against any potential liabilities of the Sellers to the Buyer under this Agreement until 30 November 2006, subject to the following conditions:
Escrow of Consideration. 9 3.3 Apportionment of Property Taxes, Rent, Utilities..............................9 3.4
Escrow of Consideration. Notwithstanding the provisions of Section 3.1, Four Million and no/100 Dollars ($4,000,000) of the Cash Consideration plus a number of shares of the Share Consideration equal to $3,450,000 divided by the Share Price shall be placed in escrow pursuant to the provisions of Section 12.1 hereof and the Escrow Agreement. As used in this Agreement, the "Share Price" shall be $6.09.
