General Escrow. At the Closing, an amount equal to Six Million Two Hundred Thousand Dollars ($6,200,000) (the “General Escrow Amount”) of immediately available funds from the Initial Purchase Price shall be deposited by the Buyer to an escrow account (the “General Escrow”) with Xxxxx Fargo Bank, National Association (or such other institution mutually agreed upon by the parties) as escrow agent (the “Escrow Agent”), such deposit to constitute the general escrow fund (the “General Escrow Fund”), and the disposition of the General Escrow Fund will be governed by the terms of the escrow agreement substantially in the form attached hereto as Exhibit A (the “Escrow Agreement”). Subject to Section 2.5(c), on the first (1st) anniversary of the Closing Date (the “Initial Release Date”), all of the then remaining General Escrow Fund in excess of the sum of Three Million One Hundred Thousand Dollars ($3,100,000) plus any amounts (i) that the Buyer is entitled to, but has not at the relevant time received, from the General Escrow pursuant to the Escrow Agreement and (ii) with respect to any unresolved Claims set forth in Claims Notices properly given by the Buyer prior to the Initial Release Date, including the disputed portion of any such Claims (all of such Claims in clauses (i) and (ii) being hereinafter referred to as “Initial Release Date Pending Claims”) shall be released to the Seller in accordance with the Escrow Agreement (such amount, the “Initially Released General Escrow Funds”). As soon as reasonably practicable upon resolution pursuant to the Escrow Agreement of any Initial Release Date Pending Claims, all of the General Escrow Fund related to such Initial Release Date Pending Claims that is not payable to the Buyer in accordance with such resolution shall be released to the Seller in accordance with the Escrow Agreement. The General Escrow will be maintained and administered by the Escrow Agent pursuant to the terms of the Escrow Agreement until the fifth (5th) anniversary of the Closing Date. The procedure for claims in connection with Losses against the General Escrow Fund will be governed by the terms of the Escrow Agreement.
General Escrow. Agreement Section
General Escrow. Exchange Ratio Section 3.1(c) Merger Section 1.1 Noncompetition Agreements Section 9.2(k) Premiere SEC Reports Section 6.5(a) Specific Escrow Section 10.4 Specific Escrow Agreement Section 4.3
General Escrow. At the Closing, the Buyer shall deposit the General Escrow Funds in an account (the “General Escrow Account) with XX Xxxxxx Chase Bank, N.A. (the “Escrow Agent”) pursuant to an escrow agreement attached as Exhibit C, to secure the indemnification obligations of the Company Participating Equityholders under this Agreement. On the date that is 18 months after the Closing Date, the Buyer and the Indemnification Representative shall jointly instruct the Escrow Agent to release any remaining General Escrow Funds not otherwise subject to outstanding claims pursuant to Article IX hereof to the party or account designated by the Indemnification Representative for further distribution in accordance with Section 2.6(b).
General Escrow. The escrow account consisting of the General Holdback -------------- Property to be established with and administered by the General Escrow Agent to secure the General Indemnification by the Shareholders.
General Escrow. 2.4.1 At the Effective Time, Parent shall withhold from the Total Consideration to be issued to Company Preferred Stockholders in the Merger and from the Management Carve-Out Amounts (the “Preferred and Management Total Amounts”), the Preferred Cash Consideration and Management Cash Amount (as adjusted pursuant to Section 2.1.3(a)) plus that portion of Parent Common Stock that, when combined with such adjusted Preferred Cash Consideration and Management Cash Amount, equals twenty percent (20%) of the sum of the Total Consideration and Management Carve Out Amount (as adjusted pursuant to Section 2.1.3(a)), less any AR Holdback Funds, plus an amount equal to the Target Net Liabilities (expressed as a positive number) (such withheld consideration, the “General Escrow Consideration”) and deliver the General Escrow Consideration to the Escrow Agent, which shall be held in escrow subject to the Escrow Agreement and Article 11. For purposes of this Section 2.4, the Parent Common Stock shall be valued at the Parent Average Price Per Share.
2.4.2 Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split, stock dividend, recapitalization or other similar event) in respect of General Escrow Consideration (the “New Shares”) shall also be withheld in the General Escrow Funds (as defined below). The General Escrow Consideration, the AR Holdback Funds, the Preliminary Balance Sheet Escrow Funds (as defined below), and any New Shares are collectively referred to herein as the “General Escrow Funds.” Cash dividends on the General Escrow Funds shall not be added to the General Escrow Funds but shall be distributed to the record holders of such General Escrow Funds. The Escrow Agent will hold the General Escrow Funds as security for the Company Preferred Stockholders’ and Management Carve-Out Recipients’ indemnification obligations for Damages (as defined in Section 11.2) under Article 11. The General Escrow Consideration and the New Shares that relate to the General Escrow Consideration will be held by the Escrow Agent, subject to the terms and conditions of the Escrow Agreement and Article 11, until the due date for Parent’s Annual Report on Form 10-K for the fiscal year ended May 31, 2006 (with no extension of time to file) (the “General Escrow Release Date”). The AR Holdback Funds and the New Shares that relate to the AR Holdback Funds will be held by the Escrow Agent, subject to the terms and...
General Escrow. Subject to Section 12.2, upon the Closing, that number of shares of Search Common Stock to be delivered pursuant to Section 1.3 of the Merger Agreement to or for the account of the Stockholders having a value, based on the Valuation Period Market Value, equal to Two Million Five Hundred Thousand Dollars ($2,500,000) (the "Escrow Fund") shall be delivered to the Escrow Agent to be held by the Escrow Agent pursuant to the Escrow Agreement, a copy of which is attached as Schedule 12.
1. The parties hereto, and the Escrow Agent, shall execute the Escrow Agreement at Closing. The portion of the Escrow Fund to be delivered to the Escrow Agent for the account of each Stockholder shall be equal to the ratio that the Merger Consideration received by that Stockholder bears to the aggregate Merger Consideration receivable by all of the Stockholders. The Escrow Agent shall hold all of the Escrow Fund pursuant to the Escrow Agreement and shall distribute the same pursuant to the terms of the Escrow Agreement, joint instructions signed by Search and the Stockholders, or pursuant to court order. The Escrow Agreement shall provide that subject to the existence of an indemnification claim or Pending Claim, the Escrow Agent shall, commencing 12 months from the Effective Time and continuing every six (6) months thereafter, transfer to the Stockholders from the Escrow Fund pro rata an amount equal to twenty-five percent (25%) of the original number of shares of Search Common Stock constituting the Escrow Fund (as adjusted for stock splits, etc.) not reserved for such indemnification claim or Pending Claim. To the extent there is an indemnification claim, the Escrow Agent shall transfer to Search shares of Search Common Stock to the extent necessary to satisfy the indemnification claims in accordance with Section 10 and the Escrow Agreement. If there are any Pending Claims existing at the time the Escrow Agent would otherwise make an interim or the final distribution according to the provisions of this Section 12.1, the parties hereto shall attempt to negotiate the value of such Pending Claims. If a value has been agreed upon by the parties hereto, the Escrow Agent shall retain 1.5 times the agreed upon value for disposition upon the determination of liabilities in regard to the Pending Claims. If the parties are not able to agree to a value of the Pending Claims, then the Escrow Agent shall retain all of the securities remaining in the Escrow Fund until final resolution of th...
General Escrow. The General Escrow shall be established on the following terms and conditions:
10.1. The escrow agent shall be Bank of Oklahoma, National Association ("Escrow Agent" or "BOk").
10.2. The General Escrow shall be governed by the standard form of escrow agreement generally in use by the Escrow Agent (the "Escrow Agreement") a copy of which is set forth as Exhibit 10.2.
10.3. BOKF shall deliver the General Escrow Amount to the Escrow Agent at the Closing. The Escrow Agent shall invest the General Escrow Amount in three month certificates of deposit issued by BOk on the terms and conditions being offered by BOk to the public at the time of such investment and shall thereafter renew such certificates of deposit upon maturity as to the total amount remaining in the Escrow after payment of any Allowed Claim (for like periods and on the terms and conditions being offered by BOk to the public at the time of such renewal). Interest on the certificates shall be added to the General Escrow and deemed part of the General Escrow Amount.
10.4. In the event BOKF claims a breach of the representatxxxx xnd warranties of CFC and Bank arising under this Merger Agreement (other than a breach of ss.4.8.4, which shall be covered by Section 12 below), BOKF shall give notice of the claim (a "General Claim") to the Shareholders Committee established in Section 13.
10.4.1. The notice shall identify the representations and warranties which BOKF claims have been breached and describe in reasonable detail the basis of the General Claim and set forth a good faith reasonable estimate ("Good Faith Estimate") of the maximum amount of damages claimed ("General Losses").
10.4.2. BOKF shall make no General Claim unless and until the aggregate amount of all General Losses shall exceed $100,000 in which event BOKF may make General Claims against the General Escrow for all General Losses incurred without limitation. Absent actual fraud by CFC, BOKF hereby waives all General Claims in the aggregate in excess of the General Escrow Amount.
10.5. In the event BOKF makes one or more General Claim(s) prixx xx xhe Claim Notice Deadline, the Escrow Agent shall continue to hold the related aggregate Good Faith Estimates thereof until the date on which the General Claim(s) is resolved by (i) the mutual agreement of the Shareholders Committee and BOKF or (ii) a final adjudication determining the merits of such General Claim(s), at which time the Escrow Agent shall pay (a "Claim Payment") the Claim(s) as mut...
General Escrow. If by the First General Escrow Release Date, no Notice of Claim has been given by the Buyer to the Seller in respect of a Shareholder Indemnity Claim, the parties shall as soon as reasonably practicable instruct the Escrow Agent to pay the First General Escrow Release Amount out of the Escrow Account on the First General Escrow Release Date to the Seller’s Solicitors’ Account or such other account as the Seller may notify to the Buyer.
General Escrow. Upon any repayment of the Notes (whether such repayment is made in cash or shares of NexMed Common Stock pursuant to the terms of such Note) prior to the one (1) year anniversary of the Closing, NexMed shall deposit with an escrow agent reasonably acceptable to NexMed and the Shareholder Representative (the “Escrow Agent”) a portion of the payment otherwise due to the holders of the Notes, pro rata in proportion to the original principal amount of the Notes held by such Note holders, with an aggregate value equal to (x) $3,250,000, less (y) the amount of all offsets made pursuant to Section 8.2(a) hereof (such net amount, the “General Escrowed Proceeds”). The Escrow Agent shall hold the General Escrowed Proceeds in escrow until the one (1) year anniversary of the Closing Date, at which time the Escrow Agent shall, in accordance with the terms of the escrow agreement to be entered into among the Escrow Agent, NexMed and the Shareholder Representative (the “General Escrow Agreement”), release the General Escrowed Proceeds, if any, remaining after payment or reserve as provided in the next sentence to the respective holders of the Notes. In the event that NexMed is entitled to indemnification from the Bio-Quant shareholders pursuant to Section 8.2(c) hereof, then NexMed may, upon written notice to the Shareholder Representative and the Escrow Agent, and subject to the dispute resolution mechanisms to be set forth in the General Escrow Agreement, direct the Escrow Agent to release and transfer to NexMed all or a portion of the General Escrowed Proceeds, pro rata in proportion to the original principal amount of the Notes held by each Note holder, having an aggregate value equal to the amount owed to NexMed pursuant to Section 8.2(c).
