Objections to Claims. At the time of delivery of any Escrow Claim Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Securityholder Agent (as defined in Section 7.2(g)) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Securityholder 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 from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Securityholder Agent shall object in a written statement to the claim made in the Escrow Claim Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (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 Escrow Claim Officer’s Certificate to the Escrow Agent, a duplicate copy of such certificate Officer’s Certificate shall be delivered to the Securityholder Stockholders’ Agent (as defined in Section 7.2(g)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 Amounts Shares pursuant to Section 7.2(d) hereof the Escrow Agreement unless the Escrow Agent shall have received written authorization from the Securityholder Stockholders’ Agent to make such delivery. After the expiration of such thirty (30)-day 30) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock from the Escrow Shares in the Escrow Fund in accordance with Section 7.2(d) hereofthe Escrow Agreement, provided that no such payment or delivery may be made if the Securityholder Stockholders’ Agent shall object in a written statement to the claim made in the Escrow Claim 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 2 contracts
Samples: Merger Agreement (Deltagen Inc), Merger Agreement (Deltagen Inc)
Objections to Claims. At the time of delivery of any Escrow Claim Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Securityholder Stockholders' Agent (as defined in Section 7.2(g)) 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 to of Parent of any Escrow Amounts Common Stock pursuant to Section 7.2(d) hereof 8.4 unless the Escrow Agent shall have received written authorization from the Securityholder Stockholders' Agent to make such delivery. After the expiration of such thirty forty-five (30)-day 45) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock from then in the Escrow Fund in accordance with Section 7.2(d) hereof8.4, provided that no such payment or delivery may be made if the Securityholder Stockholders' Agent shall object in a written statement to the claim made in the Escrow Claim Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Parent prior to the expiration of such thirty forty-five (30)-day 45) day period.
Appears in 2 contracts
Samples: Merger Agreement (Phone Com Inc), Merger Agreement (Quantum Corp /De/)
Objections to Claims. At the time of delivery of any Escrow Claim Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Securityholder Agent (as defined in Section 7.2(g)) 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 to Parent of any Escrow Amounts cash or Acquiror Common Stock or other property pursuant to Section 7.2(d) 8.6 hereof unless the Escrow Agent shall have received written authorization from the Securityholder Agent Principal Stockholder to make such delivery. After the expiration of such thirty forty-five (30)-day 45) day period, the Escrow Agent shall make delivery of shares of Parent the Acquiror Common Stock from or other property in the Escrow Fund in accordance with Section 7.2(d) 8.6 hereof, provided that no such payment or delivery may be made if the Securityholder Agent Principal Stockholder shall object in a written statement to the claim made in the Escrow Claim Officer'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 (30)-day 45) 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 Escrow Claim Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Securityholder Agent (as defined in Section 7.2(g)) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Securityholder 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 from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Securityholder Agent shall object in a written statement to the claim made in the Escrow Claim Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30)-day period.
Appears in 2 contracts
Samples: Merger Agreement (Goto Com Inc), Agreement and Plan of Reorganization (Ibeam Broadcasting Corp)
Objections to Claims. At the time of delivery of any Escrow Claim Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Securityholder Shareholder Agent (as defined in Section 7.2(g)7.2(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 Amounts pursuant to Section 7.2(d7.2(f)(i) hereof ----------------- unless the Escrow Agent shall have received written authorization from the Securityholder Shareholder Agent to make such delivery. After the expiration of such thirty (30)-day 30) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d7.2(f) hereof, provided -------------- that no such payment or delivery may be made if the Securityholder Shareholder Agent shall object in a written statement to the claim made in the Escrow Claim Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30)-day 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 Escrow Claim Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Securityholder Shareholders' Agent (as defined in Section 7.2(g)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 to of Parent of any Escrow Amounts Common Stock or other property pursuant to Section 7.2(d) 8.4 hereof unless the Escrow Agent shall have received written authorization from the Securityholder Shareholders' Agent to make such delivery. After the expiration of such thirty twenty (30)-day 20) day period, the Escrow Agent shall make delivery of shares of the Parent Common Stock from or other property in the Escrow Fund in accordance with Section 7.2(d) 8.4 hereof, provided that no such payment or delivery may be made if the Securityholder Shareholders' Agent shall object in a written statement to the claim made in the Escrow Claim Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Parent prior to the expiration of such thirty twenty (30)-day 20) 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 Escrow Claim Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered by Acquiror to the Securityholder Stockholders' Agent (as defined in Section 7.2(g)) 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 to Parent of any Escrow Amounts Acquiror Common Stock or other property pursuant to Section 7.2(d) 8.6 hereof unless the Escrow Agent shall have received written authorization from the Securityholder Stockholders' Agent to make such delivery. After the expiration of such thirty (30)-day 45-day period, the Escrow Agent shall make delivery of shares of Parent the Acquiror Common Stock from or other property in the Escrow Fund in accordance with Section 7.2(d) hereof8.6 hereof and as set forth in a certificate provided by Acquiror, provided that no such payment or delivery may be made if the Securityholder Stockholders' Agent shall object in a written statement to the claim made in the Escrow Claim 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 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 Escrow Claim Officer’s Certificate to the Escrow Agent, a duplicate copy of such certificate Officer’s Certificate shall be delivered to the Securityholder Agent (as defined in Section 7.2(g)) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts Consideration from the Escrow Fund pursuant to Section 7.2(d9.2(e) hereof unless the Escrow Agent shall have received written authorization from the Securityholder Agent to make such delivery. After the expiration of such thirty (30)-day 30) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock Escrow Consideration from the Escrow Fund in accordance with Section 7.2(d9.2(e) hereof; provided, provided however, that no such payment or delivery may be made if the Securityholder Agent shall object in a written statement to the claim made in the Escrow Claim Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30)-day 30) day period.
Appears in 1 contract
Samples: Merger Agreement (Logicvision Inc)
Objections to Claims. At the time of delivery of any Escrow Claim -------------------- Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Securityholder Agent Stockholders' Agents (as defined in Section 7.2(g)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 Amounts Shares pursuant to Section 7.2(d) hereof 10.5 unless the Escrow Agent shall have received written authorization from the Securityholder Agent Stockholders' Agents to make such delivery. After the expiration of such thirty (30)-day 30) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock from the Escrow Shares in the Escrow Fund in accordance with Section 7.2(d) hereof10.5, provided that no such payment or delivery may be made if the Securityholder Agent Stockholders' Agents shall object in a written statement to the claim made in the Escrow Claim 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
Objections to Claims. At the time of delivery of any Escrow Claim Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Securityholder Agent (as defined in Section 7.2(g)) 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 Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent -------------- shall have received written authorization from the Securityholder Agent Shareholder Representative to make such delivery. After the expiration of such thirty (30)-day 30) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d) hereof; provided, provided however, that no -------------- -------- ------- such payment or delivery may be made if the Securityholder Agent Shareholder Representative shall object in a written statement to the claim made in the Escrow Claim Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30)-day 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 Escrow Claim Officer’s Certificate to the Escrow Agent, a duplicate copy of such certificate Officer’s Certificate shall be delivered to the Securityholder Agent (as defined in Section 7.2(g)) 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 Amounts Fund pursuant to Section 7.2(d9.2(e) hereof unless the Escrow Agent shall have received written authorization from the Securityholder Agent to make such delivery. After the expiration of such thirty (30)-day 30) day period, the Escrow Agent shall make delivery of cash or shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d9.2(e) hereof; provided, provided however, that no such payment or delivery may be made if the Securityholder Agent shall object in a written statement to the claim made in the Escrow Claim Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30)-day 30) day period.
Appears in 1 contract
Objections to Claims. At the time of delivery of any Escrow Claim Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Securityholder Agent (as defined in Section 7.2(g)) and for a period of thirty (30) days after such deliveryreceipt of an Officer's Certificate by the Escrow Agent, the Escrow Agent shall make no delivery transfer to Parent of any Escrow Amounts pursuant to Section 7.2(d6.2(f) hereof unless the Escrow Agent shall have received written authorization from the Securityholder Agent to make such deliverytransfer. After the expiration of such thirty (30)-day 30) day period, the Escrow Agent shall make delivery cause the transfer agent of Parent Company Stock to transfer shares of Parent Common Stock Shares from the Escrow Fund in accordance with Section 7.2(d6.2(f) hereof, provided that no such payment or delivery transfer may be made if the Securityholder Agent shall object in a written statement to the claim made in the Escrow Claim Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30)-day 30) day period.
Appears in 1 contract
Samples: Merger Agreement (Genesys Telecommunications Laboratories Inc)
Objections to Claims. At the time of delivery of any Escrow Claim Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Securityholder Shareholders' Agent (as defined in Section 7.2(g)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 to of Parent of any Escrow Amounts Common Stock or other property pursuant to Section 7.2(d) 8.4 hereof unless the Escrow Agent shall have received written authorization from the Securityholder Shareholders' Agent to make such delivery. After the expiration of such thirty (30)-day 30) day period, the Escrow Agent shall make delivery of shares of the Parent Common Stock from or other property in the Escrow Fund Funds in accordance with Section 7.2(d) 8.4 hereof, provided that no such payment or delivery may be made if the Securityholder Shareholders' Agent shall object in a written statement to the claim made in the Escrow Claim Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Parent prior to the expiration of such thirty (30)-day 30) day period.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Digital Island Inc)
Objections to Claims. At the time of delivery of any Escrow Claim Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Securityholder Agent (as defined in Section 7.2(g)) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Securityholder 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 from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Securityholder Agent shall object in a written statement to the claim made in the Escrow Claim Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30)-day period.
Appears in 1 contract
Objections to Claims. At the time of delivery of any Escrow Claim Officer’s Certificate to the Escrow Agent, a duplicate copy of such certificate Officer’s Certificate shall be delivered to the Securityholder Agent (as defined in Section 7.2(g)) 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 Amounts pursuant to Section 7.2(d8.2(e) hereof unless the Escrow Agent shall have received written authorization from the Securityholder Agent Stockholder Representative to make such delivery. After the expiration of such thirty (30)-day 30) calendar day period, the Escrow Agent shall make delivery of shares of Parent Common Stock from the Indemnification Escrow Fund in accordance with Section 7.2(d8.2(e) hereof; provided, provided however, that no such payment or delivery may be made if the Securityholder Agent Stockholder Representative shall object in a written statement to the claim made in the Escrow Claim Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30)-day 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 Escrow Claim Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Securityholder Stockholder Agent (as defined in Section 7.2(g)) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof or withhold any distribution pursuant to Section 7.2(b) unless the Escrow Agent shall have received written authorization from the Securityholder Stockholder Agent to make such deliverydelivery or withhold such distribution. After the expiration of such thirty (30)-day 30) day period, the Escrow Agent shall make delivery or withdrawal of shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d) hereof), provided that no such payment or delivery withholding may be made if the Securityholder Stockholder Agent shall object in a written statement to the claim made in the Escrow Claim Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30)-day 30) day period.
Appears in 1 contract
Samples: Merger Agreement (Digitalthink Inc)
Objections to Claims. At the time of delivery of any Escrow Claim Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Securityholder Agent (as defined in Section 7.2(g7.3(g)) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts shares of Parent Common Stock pursuant to Section 7.2(d7.3(d) hereof unless the Escrow Agent shall have received written authorization from the Securityholder 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 from the Escrow Fund in accordance with Section 7.2(d7.3(d) hereof, provided that no such payment or delivery may be made if the Securityholder Agent shall object in a written statement to the claim made in the Escrow Claim Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30)-day 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 Escrow Claim Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Securityholder Agent (as defined Shareholders' Representative in the manner contemplated by Section 7.2(g)) 10.1 and for a period of thirty (30) 30 days after such delivery, the Escrow Agent shall make no delivery to Parent Purchaser of any Escrow Amounts Shares pursuant to Section 7.2(d8.2(d) hereof unless the Escrow Agent shall have received written authorization from the Securityholder Agent Shareholders' Representative to make such delivery. After the expiration of such thirty (30)-day 30-day period, the Escrow Agent shall make delivery of shares of Parent Purchaser Common Stock from the Escrow Fund in accordance with Section 7.2(d8.2(d) hereof, provided that no such payment or delivery may be made if the Securityholder Agent Shareholders' Representative shall object in a written statement to the claim made in the Escrow Claim Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30)-day 30-day period.
Appears in 1 contract
Samples: Share Purchase Agreement (Incyte Pharmaceuticals Inc)
Objections to Claims. At the time of delivery of any Escrow Claim Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Securityholder Shareholder Agent (as defined in Section 7.2(g)7.2(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 Amounts pursuant to Section 7.2(d7.2(e)(i) hereof unless the Escrow Agent shall have received written authorization from the Securityholder Shareholder Agent to make such delivery. After the expiration of such thirty (30)-day 30) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d7.2(e) hereof, provided that no such payment or delivery may be made if the Securityholder Shareholder Agent shall object in a written statement to the claim made in the Escrow Claim Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30)-day 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 Escrow Claim Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Securityholder Agent (as defined in Section 7.2(g)) 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 Amounts pursuant to Section 7.2(d7.3(d) hereof unless and until the Escrow Agent shall have received written authorization from the Securityholder Agent Stockholder Representative to make such delivery. After the expiration of such thirty (30)-day 30) day period, the Escrow Agent shall make delivery of shares of the Parent Common Stock (or cash in lieu thereof) from the Escrow Fund in accordance with Section 7.2(d7.3(d) hereof; provided, provided however, that no such payment or delivery may be made if the Securityholder Agent Stockholder Representative shall object in a written statement to the claim made in the Escrow Claim Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30)-day 30) day period.
Appears in 1 contract
Samples: Merger Agreement (Ondisplay Inc)
Objections to Claims. At the time of delivery of any Escrow Claim Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Securityholder Agent (as defined in Section 7.2(g)) ) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the 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 shares of Parent Common Stock from in the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Securityholder Agent shall object in a written statement to the claim made in the Escrow Claim Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30)-day 30) -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 Escrow Claim Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered by Parent to the Securityholder Agent (as defined in Section 7.2(g)) 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 Amounts pursuant to Section 7.2(d7.3(d) hereof -------------- unless and until the Escrow Agent shall have received written authorization from the Securityholder Agent Shareholder Representative to make such delivery. After the expiration of such thirty (30)-day 30) day period, the Escrow Agent shall make delivery of shares of the Parent Common Stock (or cash in lieu thereof) from the Escrow Fund in accordance with Section 7.2(d7.3(d) hereof; provided, provided however, -------------- that no such payment or delivery may be made if the Securityholder Agent Shareholder Representative shall object in a written statement to the claim made in the Escrow Claim Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30)-day 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 Escrow Claim Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Securityholder Agent (as defined in Section 7.2(g)) 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 Amounts Fund pursuant to Section 7.2(d9.2(e) hereof unless the Escrow Agent shall have received written authorization from the Securityholder Agent Stockholder Representative to make such delivery. After the expiration of such thirty (30)-day 30) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock from the General Escrow Fund in accordance with Section 7.2(d9.2(e) hereof; provided, provided however, that no such payment or delivery may be made if the Securityholder Agent -------- ------- Stockholder Representative shall object in a written statement to the claim made in the Escrow Claim Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30)-day 30) day period.
Appears in 1 contract
Objections to Claims. At the time of delivery of any Escrow Claim Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Securityholder Agent (as defined in Section 7.2(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 Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Securityholder 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 from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Securityholder Agent shall object in a written statement to the claim made in the Escrow Claim Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (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 Escrow Claim Officer’s Certificate to the Escrow Agent, a duplicate copy of such certificate Officer’s Certificate shall be delivered to the Securityholder Agent (as defined in Section 7.2(g)) 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 Amounts Funds pursuant to Section 7.2(d9.2(e) hereof unless the Escrow Agent shall have received written authorization from the Securityholder Agent to make such delivery. After the expiration of such thirty (30)-day 30) day period, the Escrow Agent shall make delivery of cash or shares of Parent Common Stock from the Escrow Fund Funds in accordance with Section 7.2(d9.2(e) hereof; provided, provided however, that no such payment or delivery may be made if the Securityholder Agent shall object in a written statement to the claim made in the Escrow Claim Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30)-day 30) day period.
Appears in 1 contract
Objections to Claims. At the time of delivery of any Escrow Claim Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Securityholder Agent (as defined in Section 7.2(g)) 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 Amounts pursuant to Section 7.2(d) 5 hereof unless the Escrow Agent shall have received written authorization from the Securityholder Securityholders' Agent to make such delivery. After the expiration of such thirty (30)-day 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 Fund) from the Escrow Fund in accordance with Section 7.2(d) 5 hereof, provided that no such payment or delivery may be made if the Securityholder Securityholders' Agent shall object in a written statement to the claim made in the Escrow Claim Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30)-day 30) day period.
Appears in 1 contract
Samples: Escrow Agreement (Geoworks /Ca/)
Objections to Claims. At the time of delivery of any Escrow Claim Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered by Parent to the Securityholder Agent (as defined in Section 7.2(g)) 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 Amounts Fund pursuant to Section 7.2(d9.02(d) hereof unless the Escrow Agent shall have received written authorization from the Securityholder Agent Representative to make such delivery. After the expiration of such thirty (30)-day 30) day period, the Escrow Agent shall make delivery of cash and shares of Parent Common Stock from the Parent Escrow Fund in accordance with Section 7.2(d9.02(d) hereof, provided that no such payment or delivery may be made if the Securityholder Agent Representative shall object in a written statement (the "Representative Agent Notice") to the claim made in the Escrow Claim Officer's Certificate, and such statement shall have been delivered to the Escrow Agent Agent, with a copy to Parent, prior to the expiration of such thirty (30)-day 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 Escrow Claim Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Securityholder Agent (as defined in Section 7.2(g)) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Securityholder Agent to make such delivery. After the expiration of such thirty (30)-day period, the Escrow Agent shall make delivery of the shares of Parent Common Stock from in the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Securityholder Agent shall object in a written statement to the claim made in the Escrow Claim Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (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 Escrow Claim Officer’s Certificate to the Escrow Agent, a duplicate copy of such certificate Officer’s Certificate shall be delivered to the Securityholder Agent (as defined in Section 7.2(g)) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts Shares in the Escrow Fund pursuant to Section 7.2(d9.2(e) hereof unless the Escrow Agent shall have received written authorization from the Securityholder Agent to make such delivery. After the expiration of such thirty (30)-day 30) day period, the Escrow Agent shall make delivery to Parent of shares of Parent Common Stock from any Escrow Shares in the Escrow Fund in accordance with Section 7.2(d9.2(e) hereof; provided, provided however, that no such payment or delivery may be made if the Securityholder Agent shall object in a written statement to the claim made in the Escrow Claim Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent (with a copy to Parent) prior to the expiration of such thirty (30)-day 30) day period.
Appears in 1 contract
Samples: Merger Agreement (Sigma Designs Inc)
Objections to Claims. At the time of delivery of any Escrow Claim Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Securityholder Agent Stockholder Representative (as defined in Section 7.2(g7.4)) , and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d7.3(d) hereof unless and until the Escrow Agent shall have received written authorization from the Securityholder Agent Stockholder Representative to make such delivery. After the expiration of such thirty (30)-day 30) day period, the Escrow Agent shall make delivery of the shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(d7.3(d) hereof; provided, provided however, that no such payment or delivery may be made if the Securityholder Agent Stockholder Representative shall object in a written statement to the claim made in the Escrow Claim Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30)-day 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 Escrow Claim Officer’s Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Securityholder Agent (as defined in Section 7.2(g)) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Securityholder 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 from the Escrow Fund in accordance with Section 7.2(d) hereof, provided that no such payment or delivery may be made if the Securityholder Agent shall object in a written statement to the claim made in the Escrow Claim Officer’s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30)-day period.
Appears in 1 contract