Establishment of the Escrow Fund. (a) Pursuant to Section 2.4 of the Purchase Agreement, the Purchaser shall deliver to the Escrow Agent on the date hereof the Escrow Amount and the Seller shall deliver to the Escrow Agent on the date hereof the Certificate, together with the instruction notice in the form attached hereto as Exhibit A. The Escrow Agent shall hold the Escrow Amount and all interest and other amounts earned thereon (the "Escrow Fund") and the Certificate in escrow pursuant to this Agreement.
Establishment of the Escrow Fund. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any shareholder, will be deposited with the Depositary Agent (plus a proportionate share of any additional shares of Broadcom Common Stock as may be issued upon any stock splits, stock dividends or recapitalizations effected by Broadcom following the Effective Time), such deposit to constitute the "Escrow Fund" to be governed by the terms set forth herein. The portion of the Escrow Amount contributed on behalf of each shareholder of the Company shall be in proportion to the aggregate number of shares of Broadcom Common Stock which such holder would otherwise be entitled under Section 1.6. Notwithstanding the references in this Agreement to the "escrow" and the Escrow Fund, the parties acknowledge and agree that the Depositary Agent is acting as a depository and not as an escrow agent pursuant to this Article 7.
Establishment of the Escrow Fund. In accordance with Sections 1.9 and 7.2 of the Merger Agreement, Parent shall deliver to the Escrow Agent, as soon as practicable after the Effective Time, a certificate, registered in the name of the Escrow Agent, representing a number of shares of Parent Common Stock that total the Company Escrow Amount, such deposit to constitute the Escrow Fund. The Escrow Agent shall hold the Escrow Fund in escrow pursuant to the terms of this Agreement and the Merger Agreement. The parties hereby agree that the provisions of Sections 1.6, 1.9, 7.1, 7.2 and 7.3 of the Merger Agreement (including all defined terms used therein) shall be deemed incorporated by reference in this Agreement as if set forth in full herein, and shall govern all matters set forth in this Agreement except as otherwise provided herein. A true, correct and complete copy of the Merger Agreement is attached hereto as Exhibit A and the Escrow Agent shall be fully protected in relying on the completeness and accuracy of said Exhibit A. Notwithstanding anything to the contrary contained in the Merger Agreement, prior to the release by the Escrow Agent of any shares of Parent Common Stock from the Escrow Fund, whether pursuant to an Officer’s Certificate, written instruction of the Parent and/or the Stockholder Agent, an arbitration order or otherwise in accordance with this Agreement or the Merger Agreement, the Escrow Agent shall be notified in writing of the number of shares of Parent Common Stock that are to be disbursed to Parent, the Surviving Corporation, the Securityholders’ Agent, and the Stockholders or otherwise out of the Escrow Fund and the appropriate distribution allocations. The Escrow Agent shall have no duty or obligation at any time to calculate or determine the number of shares of Parent Common Stock to be disbursed from the Escrow Fund.
Establishment of the Escrow Fund. The Settlement Administrator shall establish the Escrow Fund, pursuant to the terms of Section 1.13, and maintain the Escrow Fund as a qualified settlement fund throughout the implementation of the Settlement in accordance with the Court’s Preliminary Approval Order and Final Approval Order.
Establishment of the Escrow Fund. (a) In accordance with terms of the Merger Agreement, simultaneously with the consummation of the Merger, the Company shall deliver or cause to be delivered to the Escrow Agent, the Escrow Fund. The Escrow Agent shall hold the Escrow Fund in escrow pursuant to this Agreement.
Establishment of the Escrow Fund. (a) Simultaneously with the execution of this Deposit Escrow Agreement, Purchaser has delivered the amount of $[ ] (the “Purchaser’s Deposit”) to the Escrow Agent to be held in the Escrow Account (together with all interest, accretion in principal or other income or gain realized upon the amounts, the “Escrow Fund”). The Escrow Fund shall not be subject to a lien or attachment by any creditor of any party hereto and shall not be available to, and shall not be used by, the Escrow Agent to set off any obligations of any party hereto owing to the Escrow Agent in any capacity.
Establishment of the Escrow Fund. 3.1 Pursuant to the terms of the Merger Agreement, Parent shall deliver to the Escrow Agent as soon as practicable, but in no event more than twenty (20) days from the Effective Time, a certificate representing <> shares of Parent Common Stock, representing the Creditor Escrow Shares, to be issued in the name of the Escrow Agent.
Establishment of the Escrow Fund. Pursuant to Section
Establishment of the Escrow Fund. (a) Pursuant to Section 2.1(d) of the Merger Agreement, the Parent shall deliver the Escrow Shares to the Escrow Agent on the date hereof. The Escrow Agent shall hold the Escrow Shares and any and all substitutions and replacements thereof, all dividends, shares and other amounts issued with respect thereto or earned thereon, and all cash and non-cash proceeds from any sale or other disposition thereof, if any (the "ESCROW FUND"), in escrow pursuant to this Agreement.
Establishment of the Escrow Fund. To provide a fund against which an FRT Indemnified Party may assert a claim for Damages during the Survival Period, as soon as practicable after the Effective Time, the Escrow Shares (the General Escrow Fund), without any act of any RedChip Stockholder, will be deposited by FRT with the Escrow Agent, such deposit to be governed by the terms set forth herein or in the Escrow Agreement and at FRT's sole cost and expense. The portion of the Escrow Shares contributed on behalf of each RedChip Stockholder shall be in proportion to the aggregate number of shares of FRT Stock to which such holder would otherwise be entitled under Section 2.6(a).
