Escrow Securities. (a) The Taxing Authority has heretofore found and determined that the investments in the Escrow Securities are advantageous and, based on the Verification Report referred to in Section 7, proper in yield and payment dates, in order to make available the necessary money to provide, from the proceeds of the Escrow Fund Deposits, for the payment when due of the applicable Accruing Debt Charges on the Refunded Bonds, and to meet the applicable requirements of Section 148 of the Code.
Escrow Securities. The Escrow Agent shall hold the Escrow Securities until the date that is one year from the date of consummation of (A) an acquisition by the Company, through a merger, capital stock exchange, asset or stock purchase, exchangeable share transaction, joint venture or other similar business combination with one or more domestic or international operating businesses or (B) consummation of substantially all of the transactions contemplated by the Framework Agreement, dated as of November 18, 2009, by and among the Company and Medallion Financial Corp. (a “Business Combination”) by the Company (the “Escrow Period”), on which date it shall, upon written instructions from the Company’s General Counsel or Chief Executive Officer, disburse each of the Initial Stockholder’s Escrow Securities to such Initial Stockholder.
Escrow Securities. To secure claims by OnHealth for indemnification pursuant to Article VII, $1.2 million of the OnHealth Common Shares issuable pursuant to this Agreement, determined based on the OnHealth Average Price and rounded to the nearest OnHealth Common Share, shall be held in escrow ("ESCROW SHARES") pursuant to the Escrow Agreement attached as Exhibit 1.7 ("ESCROW AGREEMENT"). Execution of the Escrow Agreement by the Shareholder is a condition to receiving OnHealth Common Shares. One half of the Escrow Shares will be released on the six month anniversary of the Closing Date, with the balance released on the one year anniversary of the Closing Date.
Escrow Securities. (a) Buyer shall cause the Escrow Warrants to be exercised (including at Buyer’s option via so-called “cashless” exercise) immediately prior to the earlier of (i) the consummation of a Sale of WPI (as defined in the Notes) or (ii) the date of expiration of such Escrow Warrants by their terms; provided that in each case Buyer shall have no obligation to cause such Escrow Warrants to be exercised if, on the date of such exercise, the per share fair market value of the WPI Common Stock, as determined pursuant to the terms of the Warrant agreement for the Escrow Warrants, is less than the per share exercise price of the Escrow Warrants (i.e., the warrants are not “in the money”); provided further that the provisions of this Section shall not apply in the event that any of the Frost Group Shareholders or their affiliates are in violation of the Standstill Agreement.
Escrow Securities. To secure claims by Parent for indemnification pursuant to Article VII, twelve percent (12%) of the Parent Common Shares issuable to each Share Recipient shall be held in escrow (“Escrow Shares”) pursuant to the Escrow Agreement substantially in the form attached as Exhibit 1.4.3 (“Escrow Agreement”).
Escrow Securities. Ten Percent (10%) of the Expedia Common ----------------- Shares to be issued in the Merger shall be held by the Escrow Agent pursuant to the Escrow Agreement attached as Exhibit 1.4.5 ("Escrow Agreement") to secure claims by Expedia for indemnification pursuant to Article VII hereof. For avoidance of doubt, the ten percent (10%) of Expedia Common Shares to be held in escrow shall include Founder Shares and shares received upon exercise vested and accelerated Company Options, but shall not include unvested Company Options to be converted upon the Effective Time into Expedia Options, and cash received in lieu of Expedia common Shares in accordance with Section 1.4.1(b) shall not be subject to escrow.
Escrow Securities. The Escrow Securities shall be withheld from delivery to the Stockholders and segregated from securities issuable to them at Closing and placed in escrow pursuant to the terms of the Closing Payment Escrow Agreement. The Escrow Securities shall be registered in the name of each Stockholder, pro-rated among all of the Stockholders in proportion to the Closing Payment to which they are entitled, and shall be held by American Stock Transfer & Trust Company, LLC (the “Escrow Agent”), and shall constitute the escrow fund (the “Escrow Fund”) governed by the terms of the Closing Payment Escrow Agreement. Once released from the Escrow Fund, shares of Buyer Common Stock shall cease to be Escrow Securities.
Escrow Securities. The Private Investor shall deliver to the Escrow Agent certificates representing the Private Investor’s Escrow Securities, which certificates shall remain in the name of the Private Investor, to be held and disbursed subject to the terms and conditions of this Agreement. The Private Investor acknowledges that the certificate representing the Private Investor’s Escrow Securities bears a legend to reflect the deposit of such Escrow Securities under this Agreement.
Escrow Securities. To secure claims by Parent for indemnification pursuant to Article VII, 133,916 of the Parent Common Shares issuable to those Shareholders set out on Exhibit 1.1 to the Escrow Agreement shall be held in escrow (“Escrow Shares”) pursuant to the Escrow Agreement substantially in the form attached as Exhibit 1.6 (“Escrow Agreement”).
Escrow Securities. To secure claims by Parent for indemnification pursuant to Article V, ten percent (10%) of the Parent Common Shares issuable to the Stockholders shall be held in escrow ("ESCROW SHARES") pursuant to the Escrow Agreement attached as Exhibit 1.4.4 ("ESCROW AGREEMENT").
