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. 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. A portion of the Total Purchase Price equal to $4,750,000 (together with any earnings thereon, the “Escrowed Consideration”), shall be withheld from the cash otherwise deliverable to the Seller on the Closing Date. On the Closing Date, the Escrowed Consideration shall be deposited by the Buyer into an escrow account (the “Escrow Account”) with the Escrow Agent pursuant to the Escrow Agreement.
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. Buyer shall deposit (or shall procure the deposit by Parent) or cause to be deposited with the Escrow Agent the Escrowed Consideration payable to the Shareholders, including certificates representing the portion of the Escrowed Consideration payable to the Principal Shareholder pursuant to Section 2.02(a)(i)(B).
Escrowed Consideration. The Escrowed Consideration shall be held by the Escrow Agent for the term provided for in the Escrow Agreement, released in accordance with Section 8.03(i) and used solely to satisfy Damages, if any, for which the Buyer Indemnitees are entitled to indemnification pursuant to Article VIII, including any payment obligations set forth in Section 2.03, or as provided in the Escrow Agreement. The Shareholders’ interest in, and distributions from, the Escrow Account shall be determined and made pursuant to, such Shareholder’s applicable Shareholder Percentage. One-half of all Escrow Agent fees and expenses will be paid by the Buyer Parties and one-half will be paid by the Representative on behalf of the Shareholders in accordance with the Escrow Agreement.
Escrowed Consideration. As collateral for the indemnification obligations of the Company pursuant to ARTICLE IX of this Agreement, Parent shall deposit an aggregate of (a) an amount in cash which is equal to the product of the Escrow Percentage (defined below) multiplied by the Common Cash Consideration after any deductions are made therefrom as a result of any Cash Shortfall (the “Escrow Cash”) and (b) the number of shares of Parent Common which is equal to the product of the Escrow Percentage multiplied by the Common Stock Consideration (the “Escrow Shares”) in escrow pursuant to the terms of this Agreement and the Escrow Agreements, which amounts shall constitute the Escrow Funds hereunder. “Escrow Percentage” shall mean the percentage calculated by dividing (x) the number which is 10% of the Merger Consideration by (y) the total of the Common Cash Consideration and Common Stock Consideration (using in such calculations the Average Closing Price, as defined in Section 2.7, for purposes of determining the dollar equivalent of the Common Stock Consideration).
Escrowed Consideration. In connection with the Closing Transfer, the Parties shall execute the Escrow Agreement attached hereto as Exhibit D (the “Escrow Agreement”) between the Parties and a mutually agreeable third-party escrow company (the “Escrow Agent”), which sets forth, among other matters, detailed escrow instructions for the Closing Transfer and either (i) the release of the Cash Purchase Price to Sellers in accordance with Section 4.03 of this Agreement; or (ii) the return of the Cash Purchase Price to Buyer in accordance with Section 4.04 of this Agreement.
Escrowed Consideration. At Closing, the Purchaser shall pay into an escrow account to be held by its title company, or another third party acceptable to the Purchaser and the Sellers (the “Escrow Agent”), fifteen percent (15%) of the total aggregate Consideration that otherwise would be delivered to the Sellers at Closing (see fourth column of Exhibit D having a current total estimated aggregate Consideration of $34,693,000) (the “Escrowed Consideration”). The Escrowed Consideration shall be held by the Escrow Agent for six (6) months after the Closing Date (the “Indemnification Period”) pursuant to a written escrow agreement in the form attached hereto as Exhibit E (the “Escrow Agreement”), to secure any indemnification obligation of the Sellers arising hereunder. Separate escrow accounts shall be established for each of the Sellers, and the Escrowed Consideration of any Seller shall only be used to satisfy the indemnification obligations of such Seller.
Escrowed Consideration. At the Closing, the Buyer shall deliver to State Street Bank and Trust Company or any successor escrow agent (the "ESCROW AGENT"), the Escrowed Consideration, such Escrowed Consideration to be held by the Escrow Agent to secure the payment of indemnification payable to the Buyer hereunder by reason of the breach of any of the representations and warranties of the Seller or Zygo or failure of the Seller or Zygo to perform any of their obligations hereunder (the "ESCROW"). Such Escrow shall terminate upon the one year anniversary of the Closing Date. In order to set forth the terms and conditions of the Escrow, the Buyer, the Seller and the Escrow Agent shall enter into an Escrow Agreement, substantially in the form attached hereto as Exhibit C.
