Escrowed Consideration. At the Closing, the Emdeon Entities shall deliver to the Escrow Agent under the Escrow Agreement, for deposit into an escrow fund on behalf of the Company Member Equity Recipients, $4,750,000 of the Base Cash Consideration (the “Escrowed Cash”) and 758,000 of the Base EBS Master Units (the “Escrowed EBS Master Units”), and, together with the Escrowed Cash, the “Escrowed Consideration”) that, in each case, was otherwise payable to the Company Member Equity Recipients. Pursuant to the Escrow Agreement, the Escrowed Consideration shall be distributed to the Members’ Representative, for the benefit of the Company Member Equity Recipients, and/or the Emdeon Entities, pursuant to the terms of the Escrow Agreement.
Escrowed Consideration. (i) As partial security for the indemnity obligations provided for in Section 8.2 hereof, at the Effective Time, an aggregate amount equal to the Escrow Amount will be withheld from the aggregate Per Share Cash Consideration and Preferred Share Preference Per Share otherwise payable to the Shareholders and from the Vested Option Consideration otherwise payable to Participating Optionholders pursuant to Sections 1.2(c) and 1.2(e)(ii), in such amounts attributed to each Shareholder and Participating Optionholder as set out in the Spreadsheet, and deposited by the Sub with the Escrow Agent. Such deposit of the Escrow Amount will constitute an escrow fund (the Escrow Amount, or balance thereof, together with any interest paid on such amount, being referred to as the “Escrow Fund”) to be held and dealt with by the Escrow Agent in accordance with the terms of the Escrow Agreement. The Escrow Agreement will provide that the Escrow Fund will be held for a period of 24 months from the Closing Date.
(ii) As security for the indemnity obligations in respect of matters set forth in Section 8.2(a)(x) of the Disclosure Schedule, at the Effective Time, an aggregate amount equal to the Special Escrow Amount will be withheld from the aggregate Per Share Cash Consideration and Preferred Share Preference Per Share otherwise payable to the Shareholders and from the Vested Option Consideration otherwise payable to Participating Optionholders pursuant to Sections 1.2(c) and 1.2(e)(ii), in such amounts attributed to each Shareholder and Participating Optionholder as set out in the Spreadsheet, and deposited by the Sub with the Escrow Agent. Such deposit of the Special Escrow Amount will constitute an escrow fund separate from the Escrow Fund (the Special Escrow Amount, or balance thereof, together with any interest paid on such amount, being referred to as the “Special Escrow Fund”) to be held and dealt with by the Escrow Agent in accordance with the terms of the Escrow Agreement. The Escrow Agreement will provide that the Special Escrow Fund will be held for a period of 24 months from the Closing Date.
(iii) Notwithstanding Section 1.2(c), the Parent Common Stock deliverable on behalf of Sub to each of the Founders pursuant to Section 1.2(c), as set out in the Spreadsheet, will be issued at Closing to the Founders but shall be subject to the vesting conditions set out in Schedule 1.2(d) hereto (including the requirement that such Parent Common Stock be placed in an account with...
Escrowed Consideration. Such number of shares of Parent Common Stock equal to the Conversion Number less $385,000 divided by the Average Closing Price (the "Escrowed Shares") plus the cash portion of any fractional shares upon conversion (calculated in accordance with Section 1.05(d)) (the "Escrowed Cash") shall be held in escrow (the Escrowed Shares and the Escrowed Cash are herein collectively referred to as the "Escrowed Consideration") for a period of one (1) year from the Closing Date, subject to Section 2.02 and Section 2.03 and subject to Article IX, pursuant to the terms and subject to the conditions set forth in the Escrow Agreement.
Escrowed Consideration. On or prior to the Closing, the Representative, Parent and the Escrow Agent shall enter into the Escrow Agreement. Upon receipt of evidence from the Delaware Secretary of the filing of the Certificate of Merger, Parent shall deposit the Escrowed Consideration with the Escrow Agent to be held in escrow for a period of one year from the Closing Date, subject to the provisions of ARTICLE X. The Escrowed Consideration shall be used solely to satisfy Damages, if any, for which the Parent Indemnified Persons are entitled to indemnification pursuant to ARTICLE X, including any payment obligations set forth in Section 2.07(c).
Escrowed Consideration. On or prior to the Closing, the Representative, the Sole Stockholder, Parent and the Escrow Agent shall enter into the Escrow Agreement. Upon receipt of evidence from the Delaware Secretary of the filing of the Certificate of Merger, Parent shall deposit the Escrowed Consideration with the Escrow Agent to be held in escrow for a period of one year from the Closing Date, with respect to the Escrowed Cash Consideration, and for a period of three years from the Closing Date, with respect to the Escrowed Stock Consideration, each subject to the provisions of ARTICLE XI. The Escrowed Consideration shall be used solely to satisfy Damages, if any, for which the Parent Indemnified Persons are entitled to indemnification pursuant to ARTICLE XI, including any payment obligations set forth in Section 2.07(c).
Escrowed Consideration. On or prior to the Closing, the Representative, Parent and the Escrow Agent shall enter into the Escrow Agreement. One-half of all Escrow Agent fees and expenses will be paid by Parent and one-half will be paid by the Representative. At Closing pursuant to Section 2.10(b)(iii), Parent shall deposit the Escrowed Stock with the Escrow Agent to be held in escrow for a period of one year from the Closing Date, subject to the provisions of ARTICLE VI. The Escrowed Stock shall be used solely to satisfy Damages, if any, for which the Parent Indemnified Persons are entitled to indemnification pursuant to ARTICLE VI, including any payment obligations set forth in Section 2.11. The Principals' interest in, and distributions from, the Escrow Account shall be determined and made pursuant to, such Principal's Applicable Percentage.
Escrowed Consideration. As collateral for the indemnification obligations of the Company and the Securityholders pursuant to ARTICLE IX of this Agreement, Parent shall deposit as promptly as practicable after the Effective Time, an aggregate of One Million Five Hundred Thousand Dollars ($1,500,000) in escrow pursuant to the terms of this Agreement and the Escrow Agreement, which amount shall constitute the Escrow Fund hereunder, and which amount shall consist of (a) shares of Parent Common with a value of Two Hundred Fifty Thousand Dollars ($250,000) (based on the Average Closing Price) from the First Additional Payment (as defined in Schedule 2.11); (b) Five Hundred Thousand Dollars ($500,000) in cash from the First Additional Payment; (c) shares of Parent Common with a value of Two Hundred Fifty Thousand Dollars ($250,000) (based on the Average Closing Price) from the Second Additional Payment (as defined in Schedule 2.11); and (d) Five Hundred Thousand Dollars ($500,000) in cash from the Second Additional Payment. The shares of Parent Common placed in escrow pursuant to clause (a) and (c) of the preceding sentence shall be the “Escrow Shares” and the cash placed in escrow pursuant to clause (b) and (d) of the preceding sentence shall be the “Escrow Cash.”
Escrowed Consideration. Simultaneously with the execution and ---------------------- delivery of this Agreement, the parties have entered into an Escrow Agreement in the form attached as Exhibit B (the "Escrow Agreement") with Stursberg & Xxxxx, as Escrow Agent. Pursuant to the Escrow Agreement, Acquiror is depositing into escrow Fifty Thousand (50,000) shares of Acquiror's Common Stock ("Escrowed Shares"). Subject to the terms of the Escrow Agreement, Ten Thousand (10,000) of the Escrowed Shares shall be delivered to the Shareholders within ninety days of the end of Acquiror's fiscal years ended December 31, 2000, December 31, 2001, December 31, 2002 and December 31, 2003; provided, however, the Company's -------- ------- Target Amount (as hereinafter defined) is met for each year. In the case of the fiscal periods from the Closing Date to December 31, 1999 and January 1, 2004 through the fifth anniversary of the Closing Date, the number of shares to be issued and the Target Amount shall be adjusted by multiplying 10,000 shares, or the Target Amount, as the case may be, by a fraction the numerator of which is the number of calendar days elapsed from but not including the Closing Date to and including December 31, 1999 or from January 1, 2004 through the fifth anniversary of the Closing Date, as the case may be, and the denominator of which is 365. If the Target Amount is not met in any year, number of shares to be delivered from escrow shall be equal to the product of (x) 10,000 multiplied ---------- by (y) a fraction, the numerator of which shall be the Company's pre-tax income -- for such year and the denominator of which shall be the Target Amount for such year. In the event that Company does not meet the Target Amount in any year, and the Company exceeds the Target Amount in the next year, the Company may apply an amount equal to the extent by which the Company's pre-tax earnings exceed the Target Amount for such year, to the prior year's Target Amount and cause a proportionate amount of the Escrowed Shares that were withheld with respect to the prior year to be released to the Shareholders. In no event shall the aggregate number of Acquiror's Shares issued in respect of any two-year period exceed 20,000.
Escrowed Consideration. As collateral for the indemnification obligations of the Company pursuant to ARTICLE IX hereof, Parent will deposit as promptly as practicable after the Effective Time, the Escrow Cash in escrow pursuant to the terms of this Agreement and the Escrow Agreement.
Escrowed Consideration. On or prior to the Closing, the Representative, Parent and the Escrow Agent shall enter into the Escrow Agreement. At Closing pursuant to Section 2.13(a)(i), Parent shall deposit the Escrowed Consideration with the Escrow Agent to be held in escrow for a period of one year from the Closing Date, subject to the provisions of ARTICLE IX. The Escrowed Consideration shall be used solely to satisfy Damages, if any, for which the Parent Indemnified Persons are entitled to indemnification pursuant to ARTICLE IX, including any payment obligations set forth in Section 2.14(c).
