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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wright Medical Group Inc)
Funding of Escrow. At the Closing, Acquiror shall transfer directly to the Escrow Agent in immediately available funds the Indemnification Escrow AmountCash. The Indemnification Escrow Amount Cash shall be withheld from the cash payable pursuant to Sections 1.9 Section 1.9(a) to the Company Holders as provided for herein. The Indemnification Escrow Amount Cash shall constitute security solely for the indemnification obligations of the such Company Members Holders pursuant to Article VIIIARTICLE V, and shall be held in and distributed in accordance with the provisions of this Agreement and the Escrow Agreement.
Appears in 1 contract
Funding of Escrow. At the Closing, the Acquiror shall transfer directly to the Escrow Agent in immediately available funds the Indemnification Escrow AmountCash. The Indemnification Escrow Amount Cash shall be withheld from the cash Cash Merger Consideration payable to each Company Shareholder pursuant to Sections 1.9 as provided for hereinSection 1.9(a) in accordance with such Company Shareholder’s Pro Rata Share. The Indemnification Escrow Amount Cash shall constitute security solely for the indemnification obligations of the Company Members Shareholders pursuant to Article VIII, and shall be held in and distributed in accordance with the provisions of this Agreement and the Escrow Agreement.
Appears in 1 contract
Funding of Escrow. At the Closing, Acquiror shall transfer directly to the Escrow Agent in immediately available funds the Indemnification Escrow AmountCash. The Indemnification Escrow Amount Cash shall be withheld from the cash payable pursuant to Sections 1.9 Section 1.9(a) to the Holdco Equity Holders as provided for herein. The Indemnification Escrow Amount Cash shall constitute security solely for the indemnification obligations of the Company Members such Holdco Equity Holders pursuant to Article VIII, and shall be held in and distributed in accordance with the provisions of this Agreement and the Escrow Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quanex Building Products CORP)