Funding of Escrow. At the Closing, Acquiror shall transfer directly to the Escrow Agent in immediately available funds the Escrow Cash. The Escrow Cash shall be withheld from the cash payable pursuant to Section 1.9(a) to the Company Holders as provided for herein. The Escrow Cash shall constitute security solely for the indemnification obligations of such Company Holders pursuant to ARTICLE V, and shall be held in and distributed in accordance with the provisions of this Agreement and the Escrow Agreement.
Funding of Escrow. At the Closing, Parent shall cause the Purchaser to deliver, and the Purchaser shall deliver, the Indemnity Escrow Amount to the Escrow Agent by wire transfer of immediately available funds in United States Dollars, such amount to be held and disposed of by the Escrow Agent as provided in the Escrow Agreement.
Funding of Escrow. The Escrow Amount shall have been deemed paid and delivered into the Escrow Fund to be held pursuant to the escrow arrangements contained in Section 7.3.
Funding of Escrow. At the Closing, the Purchaser shall deposit the Escrow Amount with the Escrow Agent in accordance with the Escrow Agreement. The Escrow Amount will be governed by the terms set forth in the Escrow Agreement and shall be held for the purpose of indemnifying the Indemnified Persons pursuant to the indemnification provisions set forth in this Section 9.
Funding of Escrow. Sellers shall have delivered $300,000 (the "Escrow Amount") to the Escrow Agent (as defined in the Escrow Agreement).
Funding of Escrow. Subject to the terms and conditions hereof, on or prior to the fifteenth (15th) calendar day (the “Funding Deadline”) after the Closing Date (as hereinafter defined), the Series A Holders shall deposit with a third-party escrow and paying agent selected by the Series A Holders (the “Paying Agent”), in immediately available funds, to the account designated by the Paying Agent, an amount equal to the Escrow Amount (as hereinafter defined), in accordance with the terms of this Agreement and the escrow agreement to be entered into by and among the Series A Holders and the Paying Agent prior to the Closing Date, and which shall be consistent with the terms of this Agreement and reasonably acceptable to the Special Committee (the “Escrow Agreement”). As used herein, the term “Escrow Amount” shall mean the sum of (a) One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) plus, in the event the Merger Consideration (as defined and calculated in the Merger Agreement, or as calculated on substantially similar terms in the applicable Alternative Acquisition Agreement, the “Aggregate Consideration”) exceeds One Hundred Fifty Million Dollars ($150,000,000), an amount equal to (b) the lesser of (A) the product of (x) 0.25 multiplied by (y) the amount by which such Aggregate Consideration exceeds One Hundred Fifty Million Dollars ($150,000,000), and (B) 0.25 multiplied by the difference between (x) the maximum amount of consideration payable in the Triggering Transaction under the Charter Documents before which the Junior Holders shall become entitled to a pro rata share of such consideration, after giving effect to repayment of all Indebtedness of the Company and the Company Subsidiaries and all out-of-pocket costs, fees and expenses incurred by the Company and the Company Subsidiaries in connection with the Triggering Transaction, minus (y) One Hundred Fifty Million Dollars ($150,000,000) (the amount in this clause (B), the “Sharing Cap”). For the avoidance of doubt, the Junior Holders’ rights to their respective pro rata share of the Aggregate Consideration in excess of the Sharing Cap that they are entitled to receive under the Charter Documents in connection with the consummation of the Triggering Transaction are not reduced or otherwise modified by this Agreement.
Funding of Escrow. At the Closing, Acquiror shall transfer directly to the Escrow Agent in immediately available funds the Indemnification Escrow Amount. The Indemnification Escrow Amount shall be withheld from the cash payable pursuant to Sections 1.9 as provided for herein. The Indemnification Escrow Amount shall constitute security solely for the indemnification obligations of the Company Members pursuant to Article VIII, and shall be held and distributed in accordance with the provisions of this Agreement and the Escrow Agreement.
Funding of Escrow. Subject to the terms and conditions hereof, on or prior to the fifteenth (15th) calendar day (the “Funding Deadline”) after the date of the closing of the transactions contemplated by the Merger Agreement or an Alternative Acquisition Agreement, as applicable (the “Closing Date”), the Series A Holders shall deposit with a third-party escrow and paying agent selected by the Series A Holders (the “Paying Agent”), in immediately available funds, to the account designated by the Paying Agent, an amount equal to the Escrow Amount (as hereinafter defined), in accordance with the terms of this Agreement and the escrow or other similar agreement to be entered into by and among the Series A Holders and the Paying Agent prior to the Closing Date, and which shall be consistent with the terms of this Agreement and reasonably acceptable to the Special Committee (the “Escrow Agreement”). As used herein, the term “Escrow Amount” shall mean Two Million Two Hundred Fifty Thousand Dollars ($2,250,000).
Funding of Escrow. At the Closing, Parent shall transfer the Escrow Cash directly to the Escrow Agent in immediately available funds for deposit into the Escrow Fund. Parent shall withhold from amounts otherwise payable to each Company Holder pursuant to Section 2.7, an amount equal to the Company Holder's Pro Rata Portion of the Escrow Cash. The Escrow Cash and any earnings on the Escrow Cash shall constitute security solely for the indemnification obligations of such Company Holders pursuant to Article IX. The Escrow Fund shall be held and distributed by the Escrow Agent pursuant to the terms of Article IX and the Escrow Agreement. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any Person.
Funding of Escrow. At the Effective Time, Parent shall withhold from the payments otherwise payable to each Eligible Shareholder pursuant to Sections 2.2(a) and 2.2(b), as applicable, an aggregate amount equal to (a) $10,000,000 from amounts otherwise payable to such Eligible Shareholder (allocated against each Eligible Shareholder on a pro rata basis based on the aggregate amounts otherwise payable to each Eligible Shareholder, each such holder’s “Escrow Amount”) plus (b) $200,000 (allocated against each Eligible Shareholder on a pro rata basis based on the aggregate amounts otherwise payable to each Eligible Shareholder, each such holder’s “Costs and Fees Escrow Amount”). The Parent shall withhold (a) cash in respect of the Escrow Amounts and the Costs and Fees Escrow Amounts in the case of Eligible Shareholders that are Unaccredited Shareholders, (b) Parent Stock (valued based on the Parent Designated Stock Price) in respect of the Escrow Amounts in the case of all other Eligible Shareholders and (c) cash in respect of the Costs and Fees Escrow Amounts in the case of all other Eligible Shareholders. Parent shall deposit such withheld Escrow Amounts and Costs and Fees Escrow Amounts with American Stock Transfer & Trust Company (the “Indemnification Escrow Agent”) in accordance with the terms of the Indemnification Escrow Agreement. The amount of cash deposited with the Indemnification Escrow Agent (other than cash deposited pursuant to the Costs and Fees Escrow Amounts) shall be referred to as the “Escrowed Cash” and the shares of Parent Stock deposited with the Indemnification Escrow Agent shall be referred to as the “Escrowed Stock” and the Escrowed Cash, Costs and Fees Escrow Amounts and Escrowed Stock together shall be referred to herein as the “Escrowed Property”. The Escrowed Property will be governed by the terms set forth in the Indemnification Escrow Agreement. The Escrowed Stock and Escrowed Cash shall be held for the purpose of indemnifying the Parent Indemnified Persons pursuant to the indemnification provisions set forth in Section 5.8 and this Article 7. The Costs and Fees Escrow Amounts shall be held for disbursement to the Shareholder Representative from time to time, upon the direction of the Shareholder Representative in connection with the payment of Costs and Fees of the Shareholder Representative. With respect to satisfaction of indemnification claims and disbursements made pursuant to Section 7.5(d) below, each share of Parent Stock held in the Indemn...
