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. (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.
(b) In the event of a Sale of WPI (as defined in the Notes), Buyer shall cause all Escrow Shares to be treated in the same manner as all other shares of WPI Common Stock in such Sale transaction.
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. 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. (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 corresponding Accruing Debt Charges on the Refunded Bonds, and to meet the applicable requirements of Section 148 of the Code.
(b) The cash receipts derived from the Escrow Securities shall be credited to the applicable Escrow Fund. If at any time any money in an Escrow Fund is not invested, the Escrow Trustee shall hold that money in cash without liability for interest or, at the written direction of the Fiscal Officer, shall invest that money in Government Obligations that shall both (i) mature on or prior to the date on which that money, together with the proceeds of other Escrow Fund Deposits will be needed, as evidenced by a Verification Report to be delivered to the Escrow Trustee, to pay Accruing Debt Charges on the scheduled dates as shown on Exhibit A for those payments, and (ii) bear interest or other investment income at such rate or rates as, in the opinion of nationally recognized bond counsel, will not cause the interest on the applicable Refunded Bonds, or the Tax-Exempt Refunding Bonds to become included in gross income for federal income tax purposes, if applicable.
Escrow Securities. Expedia Common Shares to be issued in the ----------------- Merger having a value equal to ten percent (10%) of the Final Valuation, (including ten percent (10%) of the Restricted Shares) shall be held by the Custodian pursuant to the Escrow Agreement attached as Exhibit 1.4.6 ("Escrow Agreement") to secure claims by Expedia for indemnification pursuant to Article VII hereof. The Expedia Common Shares to be held on behalf of the holders of Company Common Shares (the "Holders") are set forth on Schedule 1.4 on a pro forma basis which shall be revised as of Closing. Execution of the Escrow Agreement by the Company Stockholders is a condition precedent to receiving the Expedia Common Shares.
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.
(a) (or any attorney in fact appointed by such Holder) is a condition precedent to receiving the Expedia Common Shares by such Holder.
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 Series 2005 Refunded Bonds, and to meet the applicable requirements of Section 148 of the Code.
(b) The cash receipts derived from the Escrow Securities shall be credited to the Escrow Fund. If at any time any money in the Escrow Fund is not invested, the Escrow Trustee shall hold that money in cash without liability for interest or, at the written direction of the Fiscal Officer, shall invest that money in Government Obligations that shall both (i) mature on or prior to the date on which that money, together with the proceeds of other Escrow Fund Deposits will be needed, as evidenced by a Verification Report to be delivered to the Escrow Trustee, to pay Accruing Debt Charges on the scheduled dates as shown on EXHIBIT A for those payments, and
(ii) bear interest or other investment income at such rate or rates as, in the opinion of nationally recognized bond counsel, will not cause the interest on the Series 2005 Refunded Bonds, or the Series 2014 Refunding Bonds to become included in gross income for federal income tax purposes.]
(b) The cash receipts derived from the Escrow Securities shall be credited to the Escrow Fund. The Escrow Trustee shall reinvest the following excess amounts in the Escrow Fund in United States Treasury Obligations – State and Local Government Series (“SLGS”) having a zero rate of interest: Reinvestment Date Principal Amount SLGS – Certificate SLGS – Certificate SLGS – Certificate SLGS – Certificate If at any time any money in the Escrow Fund is not invested, the Escrow Trustee shall hold that money in cash or, at the written direction of the Fiscal Officer, shall invest that money in Government Obligations that shall both (i) mature on or prior to the date on which that money, together with the proceeds of other Escrow Fund Deposits will be needed, as evidenced by a Verification Report to be delivered to the Escrow Trustee, to pay Accruing Debt Charges on the scheduled dates as shown on Schedule A for those payments, and (ii) bear interest or other investment income at such rate or rates as, in the opinion of nationally recognized bond...
Escrow Securities. Most escrow securities are created by DTC as a means for tracking the parties that were affected by a corporate action “plan of reorganization.” This is performed to ensure that, in the case of a future distribution, the appropriate parties will be notified. Due to the uncertainty of any future distribution regarding these securities, a zero value may be assigned. If it is determined that the plan of reorganization addresses the creation of a specific escrow security, then a fair value for the security will be assigned. If it is not possible to value an escrow security pursuant to this Section 1.10 or such value is not considered valid or reliable, the fair value shall be determined in accordance with Section 2.
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.
