Common use of Objections to Claims Clause in Contracts

Objections to Claims. At the time of delivery of any Officer’s Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate shall be delivered to the Stockholders’ Agent (as defined in Section 10.9 below) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery of Escrow Shares pursuant to the Escrow Agreement unless the Escrow Agent shall have received written authorization from the Stockholders’ Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares in the Escrow Fund in accordance with the Escrow Agreement, provided that no such delivery may be made if the Stockholders’ Agent shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period.

Appears in 2 contracts

Samples: Merger Agreement (Deltagen Inc), Merger Agreement (Deltagen Inc)

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Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholders’ Securityholder Agent (as defined in Section 10.9 below) and for a period of thirty (30) days after receipt of such deliveryOfficer's Certificate, the Escrow Agent shall make no delivery to Parent of any Escrow Shares Amounts pursuant to the Escrow Agreement Section 8.2(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholders’ Securityholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares in shares of Parent Common Stock from the Escrow Fund in accordance with the Escrow AgreementSection 8.2(d) hereof, provided that no such payment or delivery may be made if the Stockholders’ Securityholder Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Sanctuary Woods Multimedia Corp), Agreement and Plan of Reorganization (Peregrine Systems Inc)

Objections to Claims. At the time of delivery of any Officer’s 's -------------------- Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholders’ Securityholder Agent (as defined in Section 10.9 below7.2(g)) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Shares Amounts pursuant to the Escrow Agreement Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholders’ Securityholder Agent to make such delivery. After the expiration of such thirty (30) day 30)-day period, the Escrow Agent shall make delivery of the Escrow Shares in shares of Parent Common Stock from the Escrow Fund in accordance with the Escrow AgreementSection 7.2(d) hereof, provided that no such payment or delivery may be made if the Stockholders’ Securityholder Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day 30)-day period.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Ibeam Broadcasting Corp), Merger Agreement (Goto Com Inc)

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such Officer’s 's Certificate shall be delivered to the Stockholders’ Agent (as defined in Section 10.9 below) Principal Stockholder and for a period of thirty forty-five (3045) days after such deliverydelivery to the Escrow Agent, the Escrow Agent shall make no delivery of Escrow Shares cash or Acquiror Common Stock or other property pursuant to the Escrow Agreement Section 8.6 hereof unless the Escrow Agent shall have received written authorization from the Stockholders’ Agent Principal Stockholder to make such delivery. After the expiration of such thirty forty-five (3045) day period, the Escrow Agent shall make delivery of the Escrow Shares Acquiror Common Stock or other property in the Escrow Fund in accordance with the Escrow AgreementSection 8.6 hereof, provided that no such payment or delivery may be made if the Stockholders’ Agent Principal Stockholder shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty forty-five (3045) day period.

Appears in 2 contracts

Samples: Merger Agreement (Predictive Systems Inc), Agreement and Plan of Reorganization (Predictive Systems Inc)

Objections to Claims. At the time of delivery of any Officer’s 's -------------------- Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholders’ Shareholder Agent (as defined in Section 10.9 below7.2(i) hereof) and for -------------- a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Shares Amounts pursuant to the Escrow Agreement Section 7.2(f)(i) hereof ----------------- unless the Escrow Agent shall have received written authorization from the Stockholders’ Shareholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares in shares of Parent Common Stock from the Escrow Fund in accordance with the Escrow AgreementSection 7.2(f) hereof, provided -------------- that no such payment or delivery may be made if the Stockholders’ Shareholder Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Lantronix Inc), Agreement and Plan of Reorganization (Lantronix Inc)

Objections to Claims. At the time of delivery of any Officer’s Escrow Claim Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholders’ Securityholder Agent (as defined in Section 10.9 below7.2(g)) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Shares Amounts pursuant to the Escrow Agreement Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholders’ Securityholder Agent to make such delivery. After the expiration of such thirty (30) day 30)-day period, the Escrow Agent shall make delivery of the Escrow Shares in shares of Parent Common Stock from the Escrow Fund in accordance with the Escrow AgreementSection 7.2(d) hereof, provided that no such payment or delivery may be made if the Stockholders’ Securityholder Agent shall object in a written statement to the claim made in the Officer’s Escrow Claim Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day 30)-day period.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such Officer’s 's Certificate shall be delivered by Acquiror to the Stockholders' Agent (as defined in Section 10.9 below) and and, for a period of thirty forty-five (3045) days after such deliverydelivery to the Escrow Agent, the Escrow Agent shall make no delivery of Escrow Shares Acquiror Common Stock or other property pursuant to the Escrow Agreement Section 8.6 hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agent to make such delivery. After the expiration of such thirty (30) 45-day period, the Escrow Agent shall make delivery of the Escrow Shares Acquiror Common Stock or other property in the Escrow Fund in accordance with the Escrow AgreementSection 8.6 hereof and as set forth in a certificate provided by Acquiror, provided that no such payment or delivery may be made if the Stockholders' Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) 45-day period.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (I2 Technologies Inc), Agreement and Plan of Reorganization (I2 Technologies Inc)

Objections to Claims. At the time of delivery of any Officer’s 's -------------------- Certificate to the Escrow Agent, a duplicate copy of such Officer’s 's Certificate shall be delivered to the Stockholders’ Shareholders' Agent (as defined in Section 10.9 8.7 below) and for a period of thirty twenty (3020) days after such deliverydelivery to the Shareholders' Agent of such Officer's Certificate, the Escrow Agent shall make no delivery of Escrow Shares Parent Common Stock or other property pursuant to the Escrow Agreement Section 8.4 hereof unless the Escrow Agent shall have received written authorization from the Stockholders’ Shareholders' Agent to make such delivery. After the expiration of such thirty twenty (3020) day period, the Escrow Agent shall make delivery of the Escrow Shares Parent Common Stock or other property in the Escrow Fund in accordance with the Escrow AgreementSection 8.4 hereof, provided that no such payment or delivery may be made if the Stockholders’ Shareholders' Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror Parent prior to the expiration of such thirty twenty (3020) day period.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Sandpiper Networks Inc), Agreement and Plan of Reorganization (Digital Island Inc)

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such Officer’s 's Certificate shall be delivered to the Stockholders' Agent (as defined in Section 10.9 below) and for a period of thirty forty-five (3045) days after such deliverydelivery to the Escrow Agent of such Officer's Certificate, the Escrow Agent shall make no delivery of Escrow Shares Parent Common Stock pursuant to the Escrow Agreement Section 8.4 unless the Escrow Agent shall have received written authorization from the Stockholders' Agent to make such delivery. After the expiration of such thirty forty-five (3045) day period, the Escrow Agent shall make delivery of the Escrow Shares Parent Common Stock then in the Escrow Fund in accordance with the Escrow AgreementSection 8.4, provided that no such payment or delivery may be made if the Stockholders' Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror Parent prior to the expiration of such thirty forty-five (3045) day period.

Appears in 2 contracts

Samples: Merger Agreement (Quantum Corp /De/), Merger Agreement (Phone Com Inc)

Objections to Claims. At the time of delivery of any Officer’s 's -------------------- Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholders’ Agent (as defined in Section 10.9 below) Shareholder Representative, and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Shares Amounts pursuant to the Escrow Agreement Section 7.2(d) hereof unless the Escrow Agent -------------- shall have received written authorization from the Stockholders’ Agent Shareholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares in shares of Parent Common Stock from the Escrow Fund in accordance with the Escrow AgreementSection 7.2(d) hereof; provided, provided however, that no -------------- -------- ------- such payment or delivery may be made if the Stockholders’ Agent Shareholder Representative shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Tut Systems Inc)

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholders’ Agent (as defined in Section 10.9 below) Securityholders' Agent, and for a period of thirty (30) days after such deliveryreceipt by the Escrow Agent of an Officer's Certificate, the Escrow Agent shall make no delivery to Parent of any Escrow Shares Amounts pursuant to the Escrow Agreement Section 5 hereof unless the Escrow Agent shall have received written authorization from the Stockholders’ Securityholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock (and, if applicable under Section 4(c) or Section 5(d), other assets in the Escrow Shares in Fund) from the Escrow Fund in accordance with the Escrow AgreementSection 5 hereof, provided that no such payment or delivery may be made if the Stockholders’ Securityholders' Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Escrow Agreement (Geoworks /Ca/)

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate certificate shall be delivered by Parent to the Stockholders’ Agent (as defined in Section 10.9 below) Representative and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any cash or shares from the Parent Escrow Shares Fund pursuant to the Escrow Agreement Section 9.02(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholders’ Agent Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of cash and shares of Parent Common Stock from the Escrow Shares in the Parent Escrow Fund in accordance with the Escrow AgreementSection 9.02(d) hereof, provided that no such payment or delivery may be made if the Stockholders’ Agent Representative shall object in a written statement (the "Representative Agent Notice") to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and Agent, with a copy to Acquiror Parent, prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Merger (DSC Communications Corp)

Objections to Claims. At the time of delivery of any -------------------- Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such Officer’s 's Certificate shall be delivered to the Stockholders’ Agent ' Agents (as defined in Section 10.9 below) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery of Escrow Shares pursuant to the Escrow Agreement Section 10.5 unless the Escrow Agent shall have received written authorization from the Stockholders’ Agent ' Agents to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares in the Escrow Fund in accordance with the Escrow AgreementSection 10.5, provided that no such delivery may be made if the Stockholders’ Agent ' Agents shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Merger Agreement (Applied Micro Circuits Corp)

Objections to Claims. At the time of delivery of any Officer’s Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholders’ Stockholder Agent (as defined in Section 10.9 below) 7.3(g)), and notwithstanding anything to the contrary in this Agreement, for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any cash from either of the Escrow Shares Funds pursuant to the Escrow Agreement Section 7.3(e) unless the Escrow Agent shall have received written authorization from the Stockholders’ Stockholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of cash from the respective Escrow Shares in the Escrow Fund Funds in accordance with the Escrow AgreementSection 7.3(e), provided that notwithstanding anything to the contrary in this Agreement, no such payment or delivery may be made if the Stockholders’ Stockholder Agent shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Merger Agreement (Business Objects Sa)

Objections to Claims. At the time of delivery of any Officer’s Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholders’ Securityholder Agent (as defined in Section 10.9 below7.2(g)) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Shares Amounts pursuant to the Escrow Agreement Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholders’ Securityholder Agent to make such delivery. After the expiration of such thirty (30) day 30)-day period, the Escrow Agent shall make delivery of the Escrow Shares in shares of Parent Common Stock from the Escrow Fund in accordance with the Escrow AgreementSection 7.2(d) hereof, provided that no such payment or delivery may be made if the Stockholders’ Securityholder Agent shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day 30)-day period.

Appears in 1 contract

Samples: Merger Agreement (Ibeam Broadcasting Corp)

Objections to Claims. At the time of delivery of any Officer’s Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate shall be delivered to the Stockholders’ Securityholder Agent (as defined in Section 10.9 below) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Shares in the Escrow Fund pursuant to the Escrow Agreement Section 9.2(e) hereof unless the Escrow Agent shall have received written authorization from the Stockholders’ Securityholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery to Parent of the any Escrow Shares in the Escrow Fund in accordance with the Escrow AgreementSection 9.2(e) hereof; provided, provided however, that no such delivery payment may be made if the Stockholders’ Securityholder Agent shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and (with a copy to Acquiror Parent) prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Merger Agreement (Sigma Designs Inc)

Objections to Claims. At the time of delivery of any Officer’s Escrow Claim Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholders’ Securityholder Agent (as defined in Section 10.9 below7.2(g) ) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Shares Amounts pursuant to the Escrow Agreement Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholders’ Securityholder Agent to make such delivery. After the expiration of such thirty (30) day -day period, the Escrow Agent shall make delivery of the Escrow Shares shares in the Escrow Fund in accordance with the Escrow AgreementSection 7.2(d) hereof, provided that no such delivery may be made if the Stockholders’ Securityholder Agent shall object in a written statement to the claim made in the Officer’s Escrow Claim Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day -day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate certificate shall be delivered by Buyer to the Stockholders’ Agent (as defined in Section 10.9 below) Shareholder Representative and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery distribution to Buyer of any funds contained in the Indemnification Escrow Shares Account pursuant to the Escrow Agreement Section 7.5(a) unless the Escrow Agent shall have received written authorization from the Stockholders’ Agent Shareholder Representative to make such deliverydistribution. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of be directed to distribute funds from the Indemnification Escrow Shares in the Escrow Fund Account in accordance with the Escrow AgreementSection 7.5(a), provided that no such payment or delivery may be made if the Stockholders’ Agent Shareholder Representative shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Merger Agreement (Mantech International Corp)

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholders’ Securityholder Agent (as defined in Section 10.9 below7.2(g)) and for a period of thirty (30) days after such deliverydelivery to the Escrow Agent and the Securityholder Agent, the Escrow Agent shall make no delivery to Parent of any Escrow Shares Amounts pursuant to the Escrow Agreement Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholders’ Securityholder Agent to make such delivery. After the expiration of such thirty (30) day 30)-day period, the Escrow Agent shall make delivery of the Escrow Shares in shares of Parent Common Stock from the Escrow Fund in accordance with the Escrow AgreementSection 7.2(d) hereof, provided that no such payment or delivery may be made if the Stockholders’ Securityholder Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day 30)-day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Rational Software Corp)

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholders’ Securityholder Agent (as defined in Section 10.9 below7.2(g)) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Shares Amounts pursuant to the Escrow Agreement Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholders’ Securityholder Agent to make such delivery. After the expiration of such thirty (30) day 30)-day period, the Escrow Agent shall make delivery of the Escrow Shares in shares of Parent Common Stock from the Escrow Fund in accordance with the Escrow AgreementSection 7.2(d) hereof, provided that no such payment or delivery may be made if the Stockholders’ Securityholder Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day 30)-day period.

Appears in 1 contract

Samples: Merger Agreement (Cypress Semiconductor Corp /De/)

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholders’ Securityholder Agent (as defined in Section 10.9 below7.3(g)) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of Escrow Shares any shares of Parent Common Stock pursuant to the Escrow Agreement Section 7.3(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholders’ Securityholder Agent to make such delivery. After the expiration of such thirty (30) day 30)-day period, the Escrow Agent shall make delivery of the Escrow Shares in shares of Parent Common Stock from the Escrow Fund in accordance with the Escrow AgreementSection 7.3(d) hereof, provided that no such payment or delivery may be made if the Stockholders’ Securityholder Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Tibco Software Inc)

Objections to Claims. At the time of delivery of any Officer’s Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholders’ Securityholder Agent (as defined in Section 10.9 below) and for a period of thirty forty-five (3045) days after delivery of such deliveryOfficer’s Certificate, the Escrow Agent shall make no delivery to Parent of any Escrow Shares Amounts pursuant to the Escrow Agreement Section 7.3(d) unless the Escrow Agent shall have received written 38 authorization from the Stockholders’ Securityholder Agent to make such delivery. After the expiration of such thirty forty-five (3045) day period, the Escrow Agent shall make delivery of the Escrow Shares in shares of Parent Common Stock from the Escrow Fund in accordance with the Escrow AgreementSection 7.3(d), provided that no such payment or delivery may be made if the Stockholders’ Securityholder Agent shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and (with a copy to Acquiror Parent) prior to the expiration of such thirty forty-five (3045) day period.

Appears in 1 contract

Samples: Merger Agreement (Inktomi Corp)

Objections to Claims. At the time of delivery of any Officer’s Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate shall be delivered to the Stockholders’ Agent (as defined in Section 10.9 below) Stockholder Representative, and for a period of thirty (30) calendar days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Shares Amounts pursuant to the Escrow Agreement Section 8.2(e) hereof unless the Escrow Agent shall have received written authorization from the Stockholders’ Agent Stockholder Representative to make such delivery. After the expiration of such thirty (30) calendar day period, the Escrow Agent shall make delivery of shares of Parent Common Stock from the Escrow Shares in the Indemnification Escrow Fund in accordance with the Escrow AgreementSection 8.2(e) hereof; provided, provided however, that no such payment or delivery may be made if the Stockholders’ Agent Stockholder Representative shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) calendar day period, with a copy of such objection to be simultaneously transmitted to Parent.

Appears in 1 contract

Samples: Merger Agreement (Avi Biopharma Inc)

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholders’ Stockholder Agent (as defined in Section 10.9 below) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Shares Amounts pursuant to the Escrow Agreement Section 7.2(d) or withhold any distribution pursuant to Section 7.2(b) unless the Escrow Agent shall have received written authorization from the Stockholders’ Stockholder Agent to make such deliverydelivery or withhold such distribution. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery or withdrawal of the Escrow Shares in shares of Parent Common Stock from the Escrow Fund in accordance with the Escrow AgreementSection 7.2(d), provided that no such delivery payment or withholding may be made if the Stockholders’ Stockholder Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Merger Agreement (Digitalthink Inc)

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholders’ Shareholder Agent (as defined in Section 10.9 below7.2(h) hereof) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Shares Amounts pursuant to the Escrow Agreement Section 7.2(e)(i) hereof unless the Escrow Agent shall have received written authorization from the Stockholders’ Shareholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares in shares of Parent Common Stock from the Escrow Fund in accordance with the Escrow AgreementSection 7.2(e) hereof, provided that no such payment or delivery may be made if the Stockholders’ Shareholder Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Lsi Logic Corp)

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholders’ Agent (as defined in Section 10.9 below) Stockholder Representative, and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Shares Amounts pursuant to the Escrow Agreement Section 8.02(e) hereof unless the Escrow Agent shall have received written authorization from the Stockholders’ Agent Stockholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares in shares of Parent Common Stock from the Escrow Fund in accordance with the Escrow AgreementSection 8.02(e) hereof; provided, provided however, that no such payment or delivery may be made if the Stockholders’ Agent Stockholder Representative shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period, with a copy of such objection to be simultaneously transmitted to Parent.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vitesse Semiconductor Corp)

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Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Depositary Agent, a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholders’ Stockholder Agent (as defined in Section 10.9 below) and for a period of thirty (30) days after such delivery, the Escrow Depositary Agent shall make no delivery to Parent of any shares of Parent Stock held in the Escrow Shares Fund pursuant to the Escrow Agreement Section 10.4(e) hereof unless the Escrow Depositary Agent shall have received written authorization from the Stockholders’ Stockholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Depositary Agent shall make delivery of the Escrow Shares in shares of Parent Stock from the Escrow Fund in accordance with the Escrow AgreementSection 10.4(e) hereof, provided that no such payment or delivery may be made if the Stockholders’ Stockholder Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Depositary Agent and to Acquiror prior to the expiration of such thirty (30) day period; provided, further, that no such right to object shall be available to the Stockholder Agent in the case of any Equity Amount Deficit determined in accordance with the procedures established in Section 2.13.

Appears in 1 contract

Samples: Merger Agreement (Hanover Compressor Coc)

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholders’ Agent (as defined in Section 10.9 below) Stockholder Representative, and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any amounts in the General Escrow Shares Fund pursuant to the Escrow Agreement Section 9.2(e) hereof unless the Escrow Agent shall have received written authorization from the Stockholders’ Agent Stockholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock from the Escrow Shares in the General Escrow Fund in accordance with the Escrow AgreementSection 9.2(e) hereof; provided, provided however, that no such payment or delivery may be made if the Stockholders’ Agent -------- ------- Stockholder Representative shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Merger Agreement (Illuminet Holdings Inc)

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such Officer’s 's Certificate shall be delivered to the Stockholders’ Agent ' Agents (as defined in Section 10.9 10.7 below) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery of the Escrow Shares Consideration pursuant to the Escrow Agreement Section 10.3 unless the Escrow Agent shall have received written authorization from the Stockholders’ Agent ' Agents to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares Consideration in the Escrow Fund in accordance with the Escrow AgreementSection 10.3, provided provided, however that no such delivery may be made if the Stockholders’ Agent ' Agents shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Merger Agreement (Aspect Telecommunications Corp)

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow AgentAgent as described in Section 7.2(d)(i), a duplicate copy of such Officer’s 's Certificate shall be delivered to the Stockholders’ Securityholder Agent (as defined in Section 10.9 below) 7.3), and for a period of thirty (30) days after such delivery, delivery the Escrow Agent shall make no delivery to Acquiror of any Escrow Shares Amounts pursuant to the Escrow Agreement Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholders’ Securityholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares in shares of Acquiror Common Stock from the Escrow Fund in accordance with the Escrow AgreementSection 7.2(d) hereof, provided that no such payment or delivery may be made if the Stockholders’ Securityholder Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period. The Securityholder Agent shall concurrently deliver a copy of such written statement to Acquiror.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Peoplesoft Inc)

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such Officer’s 's Certificate shall be delivered to the Stockholders’ Shareholders' Agent (as defined in Section 10.9 10.8 below) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery of Escrow Cash and Escrow Shares pursuant to the Escrow Agreement Section 10.3 unless the Escrow Agent shall have received written authorization from the Stockholders’ Shareholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Cash and Escrow Shares in the Escrow Fund in accordance with the Escrow AgreementSection 10.3, provided that no such delivery may be made if the Stockholders’ Shareholders' Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror Niku prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Merger Agreement (Niku Corp)

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholders’ Agent (as defined in Section 10.9 below) Stockholder Representative, and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any portion of the Escrow Shares pursuant to the Escrow Agreement SECTION 6.3(d) hereof with respect to such Officer's Certificate unless and until the Escrow Agent shall have received written authorization from the Stockholders’ Agent Stockholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares in Parent Common Stock from the Escrow Fund in accordance with the Escrow AgreementSECTION 6.3(d) hereof; provided, provided however, that no such payment or delivery may be made until resolution of any objection to the delivery of any Escrow Shares made pursuant to this SECTION 6.3(e) if the Stockholders’ Agent Stockholder Representative shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Merger Agreement (Realnetworks Inc)

Objections to Claims. At the time of delivery of any Officer’s Escrow Claim Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholders’ Securityholder Agent (as defined in Section 10.9 below7.2(g)) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Shares Amounts pursuant to the Escrow Agreement Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholders’ Securityholder Agent to make such delivery. After the expiration of such thirty (30) day 30)-day period, the Escrow Agent shall make delivery of the Escrow Shares shares in the Escrow Fund in accordance with the Escrow AgreementSection 7.2(d) hereof, provided that no such delivery may be made if the Stockholders’ Securityholder Agent shall object in a written statement to the claim made in the Officer’s Escrow Claim Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day 30)-day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Digitalthink Inc)

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such Officer’s 's Certificate shall be delivered to the Stockholders' Agent (as defined in Section 10.9 8.9 below) and for a period of thirty (30) days after such deliverydelivery to the Escrow Agent, the Escrow Agent shall make no delivery of Escrow Shares Acquiror Common Stock or other property pursuant to the Escrow Agreement Section 8.6 hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares Acquiror Common Stock or other property in the Escrow Fund in accordance with the Escrow AgreementSection 8.6 hereof, provided that no such payment or delivery may be made if the Stockholders' Agent shall object in a written statement to the claim made in the Officer’s Certificate's Certificate (the "Objective Notice"), and 49 56 such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Quintus Corp)

Objections to Claims. At the time of delivery of any Officer’s Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate shall be delivered to the Stockholders’ Securityholder Agent (as defined in Section 10.9 below) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Shares Consideration from the Escrow Fund pursuant to the Escrow Agreement Section 9.2(e) hereof unless the Escrow Agent shall have received written authorization from the Stockholders’ Securityholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares in Consideration from the Escrow Fund in accordance with the Escrow AgreementSection 9.2(e) hereof; provided, provided however, that no such payment or delivery may be made if the Stockholders’ Securityholder Agent shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Merger Agreement (Logicvision Inc)

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholders’ Agent Stockholder Representative (as defined in Section 10.9 below) 7.4), and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Shares Amounts pursuant to the Escrow Agreement Section 7.3(d) hereof unless and until the Escrow Agent shall have received written authorization from the Stockholders’ Agent Stockholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares in shares of Parent Common Stock from the Escrow Fund in accordance with the Escrow AgreementSection 7.3(d) hereof; provided, provided however, that no such payment or delivery may be made if the Stockholders’ Agent Stockholder Representative shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Va Linux Systems Inc)

Objections to Claims. At the time of delivery of any Officer’s 's -------------------- Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholders’ Agent (as defined Shareholders' Representative in the manner contemplated by Section 10.9 below) 10.1 and for a period of thirty (30) 30 days after such delivery, the Escrow Agent shall make no delivery to Purchaser of any Escrow Shares pursuant to the Escrow Agreement Section 8.2(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholders’ Agent Shareholders' Representative to make such delivery. After the expiration of such thirty (30) -day period, the Escrow Agent shall make delivery of the Escrow Shares in shares of Purchaser Common from the Escrow Fund in accordance with the Escrow AgreementSection 8.2(d) hereof, provided that no such payment or delivery may be made if the Stockholders’ Agent Shareholders' Representative shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) -day period.

Appears in 1 contract

Samples: Share Purchase Agreement (Incyte Pharmaceuticals Inc)

Objections to Claims. At the time of delivery of any Officer’s 's -------------------- Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate certificate shall be delivered by Parent to the Stockholders’ Agent (as defined in Section 10.9 below) Shareholder Representative, and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Shares Amounts pursuant to the Escrow Agreement Section 7.3(d) hereof -------------- unless and until the Escrow Agent shall have received written authorization from the Stockholders’ Agent Shareholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares Parent Common Stock (or cash in lieu thereof) from the Escrow Fund in accordance with the Escrow AgreementSection 7.3(d) hereof; provided, provided however, -------------- that no such payment or delivery may be made if the Stockholders’ Agent Shareholder Representative shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Recapitalization and Exchange Offer Agreement (Internet Capital Group Inc)

Objections to Claims. At the time of delivery of any Officer’s 's Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate certificate shall be delivered to the Stockholders’ Agent (as defined in Section 10.9 below) Stockholder Representative, and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Shares Amounts pursuant to the Escrow Agreement Section 7.3(d) hereof unless and until the Escrow Agent shall have received written authorization from the Stockholders’ Agent Stockholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares Parent Common Stock (or cash in lieu thereof) from the Escrow Fund in accordance with the Escrow AgreementSection 7.3(d) hereof; provided, provided however, that no such payment or delivery may be made if the Stockholders’ Agent Stockholder Representative shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Merger Agreement (Ondisplay Inc)

Objections to Claims. At the time of delivery of any Officer’s Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate shall be delivered to the Stockholders’ Securityholder Agent (as defined in Section 10.9 below) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any cash or shares of Parent Common in the Escrow Shares Funds pursuant to the Escrow Agreement Section 9.2(e) hereof unless the Escrow Agent shall have received written authorization from the Stockholders’ Securityholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of cash or shares of Parent Common from the Escrow Shares in the Escrow Fund Funds in accordance with the Escrow AgreementSection 9.2(e) hereof; provided, provided however, that no such payment or delivery may be made if the Stockholders’ Securityholder Agent shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Merger Agreement (Riverstone Networks Inc)

Objections to Claims. At the time of delivery of any Officer’s Certificate to the Escrow Agent, a duplicate copy of such Officer’s Certificate shall be delivered to the Stockholders’ Securityholder Agent (as defined in Section 10.9 below) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any cash or shares of Parent Common in the Escrow Shares Fund pursuant to the Escrow Agreement Section 9.2(e) hereof unless the Escrow Agent shall have received written authorization from the Stockholders’ Securityholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares in cash or shares of Parent Common from the Escrow Fund in accordance with the Escrow AgreementSection 9.2(e) hereof; provided, provided however, that no such payment or delivery may be made if the Stockholders’ Securityholder Agent shall object in a written statement to the claim made in the Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Merger Agreement (Incyte Genomics Inc)

Objections to Claims. At the time of delivery of any Officer’s 's -------------------- Certificate to the Escrow Agent, a duplicate copy of such Officer’s 's Certificate shall be delivered to the Stockholders’ Shareholders' Agent (as defined in Section 10.9 8.7 below) and for a period of thirty (30) days after such deliverydelivery to the Shareholders' Agent of such Officer's Certificate, the Escrow Agent shall make no delivery of Escrow Shares Parent Common Stock or other property pursuant to the Escrow Agreement Section 8.4 hereof unless the Escrow Agent shall have received written authorization from the Stockholders’ Shareholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares Parent Common Stock or other property in the Escrow Fund Funds in accordance with the Escrow AgreementSection 8.4 hereof, provided that no such payment or delivery may be made if the Stockholders’ Shareholders' Agent shall object in a written statement to the claim made in the Officer’s 's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror Parent prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Digital Island Inc)

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