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 Shareholders' Agent (defined in Section 8.7 below) and for a period of twenty (20) days after such delivery to the Shareholders' Agent of such Officer's Certificate, the Escrow Agent shall make no delivery of Parent Common Stock or other property pursuant to Section 8.4 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make such delivery. After the expiration of such twenty (20) day period, the Escrow Agent shall make delivery of the Parent Common Stock or other property in the Escrow Fund in accordance with Section 8.4 hereof, provided that no such payment or delivery may be made if the Shareholders' 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 Parent prior to the expiration of such twenty (20) day period.
Appears in 2 contracts
Samples: Shareholder Agreement (Digital Island Inc), Agreement and Plan of Reorganization (Sandpiper 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 ShareholdersStockholders' Agent (defined in Section 8.7 7.8 below) and for a period of twenty forty-five (2045) days after such delivery to the Shareholders' Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery of Parent Buyer Common Stock or other property pursuant to Section 8.4 7.5 hereof unless the Escrow Agent shall have received written authorization from the ShareholdersStockholders' Agent to make such delivery. After the expiration of such twenty forty-five (2045) day days period, the Escrow Agent shall make delivery of the Parent Buyer Common Stock or other property in the Escrow Fund in accordance with Section 8.4 7.5 hereof, provided that no such payment or delivery may be made if the ShareholdersStockholders' Agent shall object in a written statement to the claim made in the Officer's Certificatecertificate, and such statement shall have been delivered to the Escrow Agent and to Parent the Buyer prior to the expiration of such twenty forty-five (2045) day period.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Smaha Stephen E), Agreement and Plan of Merger (Trusted Information Systems Inc)
Objections to Claims. At the time of delivery of any Officer's -------------------- ’s Certificate to the Escrow AgentAgent or written notice pursuant to paragraph (d) above stating that Parent had incurred Losses, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Shareholders' Agent (defined in Section 8.7 below) Member Representative, and for a period of twenty thirty (2030) days after such delivery to the Shareholders' Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery to Parent of Parent Common Stock or other property any Escrow Amounts pursuant to Section 8.4 9.02(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent Member Representative to make such delivery. After the expiration of such twenty thirty (2030) day period, the Escrow Agent shall make delivery of the Parent Common Stock or other property in funds from the Escrow Fund in accordance with Section 8.4 9.02(d) hereof; provided, provided however, that no such payment or delivery may be made if the Shareholders' Agent Member 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 Parent prior to the expiration of such twenty thirty (2030) day period, with a copy of such objection to be promptly delivered to Parent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Callidus Software Inc), Agreement and Plan of Merger (Callidus 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 Shareholders' Securityholder Agent (as defined in Section 8.7 below7.2(g)) and for a period of twenty thirty (2030) days after such delivery to the Shareholders' Escrow Agent of such Officer's Certificateand the Securityholder Agent, the Escrow Agent shall make no delivery to Parent of Parent Common Stock or other property any Escrow Amounts pursuant to Section 8.4 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Securityholder Agent to make such delivery. After the expiration of such twenty thirty (20) day 30)-day period, the Escrow Agent shall make delivery of the shares of Parent Common Stock or other property in from the Escrow Fund in accordance with Section 8.4 7.2(d) hereof, provided that no such payment or delivery may be made if the Shareholders' 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 Parent prior to the expiration of such twenty thirty (20) 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 -------------------- Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the ShareholdersStockholders' Agent (defined in Section 8.7 below) and for a period of twenty (20) days after such delivery to the Shareholders' Agent of such Officer's CertificateEscrow Agent, the Escrow Agent shall make no delivery of Parent Synbiotics Common Stock or other property pursuant to Section 8.4 2.2 hereof unless the Escrow Agent shall have received written authorization from the ShareholdersStockholders' Agent to make such delivery. After the expiration of such twenty (20) day period, the Escrow Agent shall make delivery of the Parent Synbiotics Common Stock or other property in the Escrow Fund in accordance with Section 8.4 2.2 hereof, provided that no such payment or delivery may shall be made if the ShareholdersStockholders' 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 Parent Synbiotics prior to the expiration of such twenty (20) day period.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Synbiotics 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 ShareholdersStockholders' Agent (defined in Section 8.7 8.9 below) and for a period of twenty forty-five (2045) days after such delivery to the Shareholders' Agent of such Officer's CertificateEscrow Agent, the Escrow Agent shall make no delivery of Parent Acquiror Common Stock or other property pursuant to Section 8.4 8.6 hereof unless the Escrow Agent shall have received written authorization from the ShareholdersStockholders' Agent to make such delivery. After the expiration of such twenty forty-five (2045) day period, the Escrow Agent shall make delivery of the Parent Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 8.4 8.6 hereof, provided that no such payment or delivery may be made if the ShareholdersStockholders' 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 Parent Acquiror prior to the expiration of such twenty forty-five (2045) day period.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cacheflow 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 Shareholders' Agent (as defined in Section 8.7 11.9 below) and for a period of twenty thirty (2030) days after such delivery to the Shareholders' Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery of Parent Common Stock or other property Escrow Shares pursuant to Section 8.4 hereof 10.6 unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make such delivery. After the expiration of such twenty thirty (2030) day period, the Escrow Agent shall make delivery of the Parent Common Stock or other property Escrow Shares in the Escrow Fund in accordance with Section 8.4 hereof10.6, provided that no such payment or delivery may be made if the -------- Shareholders' 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 Parent Active prior to the expiration of such twenty thirty (2030) day period.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Active 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 shall be delivered to the ShareholdersSellers' Agent (defined in Section 8.7 8.8 below) and for a period of twenty forty-five (2045) days after such delivery to the Shareholders' Escrow Agent of such Officer's Certificate, the Escrow Agent shall make no delivery of Parent Common Stock cash or other property assets pursuant to Section 8.4 8.5 hereof unless the Escrow Agent shall have received written authorization from the ShareholdersSellers' Agent to make such delivery. After the expiration of such twenty forty-five (2045) day period, the Escrow Agent shall make delivery of the Parent Common Stock cash or other property assets in the Escrow Fund in accordance with Section 8.4 8.5 hereof, provided that no such payment or delivery may be made if the ShareholdersSellers' 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 Parent Acquiror prior to the expiration of such twenty forty-five (2045) day period.
Appears in 1 contract
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 Shareholders' Agent Representative by or on behalf of Acquiror (defined in Section 8.7 belowon behalf of itself or any other Indemnified Person) and for a period of twenty (20) 30 days after such delivery to the Shareholders' Escrow Agent and Representative of such Officer's ’s Certificate, the Escrow Agent shall make no delivery of Parent Common Stock shares or other property pursuant to Section 8.4 hereof 10.5 unless the Escrow Agent shall have received written authorization from the Shareholders' Agent Representative to make such delivery. After the expiration of such twenty (20) 30 day period, the Escrow Agent shall make delivery of the Parent Common Stock shares or other property in the Escrow Fund in accordance with Section 8.4 hereof10.5; provided, provided however, that no such payment or delivery may be made if and to the Shareholders' Agent extent the Representative shall object in a written statement to the any claim or claims made in the Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Parent Acquiror prior to the expiration of such twenty (20) 30 day period.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Gric Communications 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 ShareholdersStockholders' Agent (defined in Section 8.7 8.8 below) and for a period of twenty twenty-five (2025) days after such delivery to the Shareholders' Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery of Parent Acquiror Common Stock or other property pursuant to Section 8.4 8.5 hereof unless the Escrow Agent shall have received written authorization from the ShareholdersStockholders' Agent to make such delivery. After the expiration of such twenty twenty-five (2025) day period, the Escrow Agent shall make delivery of the Parent Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 8.4 8.5 hereof, provided that no such payment or delivery may be made if the ShareholdersStockholders' 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 Parent Acquiror prior to the expiration of such twenty twenty-five (2025) day period.
Appears in 1 contract
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 Shareholders' ’ Agent (defined in Section 8.7 below) and for a period of twenty forty-five (2045) days after such delivery to the Shareholders' Escrow Agent of such Officer's ’s Certificate, the Escrow Agent shall make no delivery of Parent Common Stock or other property from the Escrow Fund pursuant to Section 8.4 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' ’ Agent to make such delivery. After the expiration of such twenty forty-five (2045) day period, the Escrow Agent shall make delivery of from the Parent Common Stock or other property Escrow Fund then in the Escrow Fund in accordance with Section 8.4 hereof8.4, provided that no such payment or delivery may be made if the 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 Parent prior to the expiration of such twenty forty-five (2045) day period.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Flir Systems Inc)
Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow AgentAgent as described in Section 7.2(d)(i), a duplicate copy of such Officer's Certificate shall be delivered to the Shareholders' Securityholder Agent (as defined in Section 8.7 below) 7.3), and for a period of twenty thirty (2030) days after such delivery to the Shareholders' Agent of such Officer's Certificate, the Escrow Agent shall make no delivery to Acquiror of Parent Common Stock or other property any Escrow Amounts pursuant to Section 8.4 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Securityholder Agent to make such delivery. After the expiration of such twenty thirty (2030) day period, the Escrow Agent shall make delivery of the Parent shares of Acquiror Common Stock or other property in from the Escrow Fund in accordance with Section 8.4 7.2(d) hereof, provided that no such payment or delivery may be made if the Shareholders' 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 Parent prior to the expiration of such twenty thirty (2030) 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 -------------------- Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the ShareholdersStockholders' Agent (defined in Section 8.7 8.9 below) and for a period of twenty (20) days after such delivery to the Shareholders' Agent of such Officer's CertificateEscrow Agent, the Escrow Agent shall make no delivery of Parent Acquiror Common Stock or other property pursuant to Section 8.4 8.6 hereof unless the Escrow Agent shall have received written authorization from the ShareholdersStockholders' Agent to make such delivery. After the expiration of such twenty (20) day period, the Escrow Agent shall make delivery of the Parent Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 8.4 8.6 hereof, provided that no such payment or delivery may be made if the ShareholdersStockholders' 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 Parent Acquiror prior to the expiration of such twenty (20) day period.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Synbiotics 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 Shareholders' Agent (defined in Section 8.7 below) and for a period of twenty forty-five (2045) days after such delivery to the Shareholders' Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery of Parent Common Stock Escrow Shares or other property pursuant to Section 8.4 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make such delivery. After the expiration of such twenty forty-five (2045) day period, the Escrow Agent shall make delivery of the Parent Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 8.4 hereof, provided that no such payment or delivery may be made if the Shareholders' 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 Parent Acquiror prior to the expiration of such twenty forty-five (2045) day period.
Appears in 1 contract
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 ShareholdersStockholders' Agent (defined in Section 8.7 below) Agent, and for a period of twenty thirty (2030) days after such delivery to the Shareholders' Agent of such Officer's Certificate, the Escrow Agent shall make no delivery to Splash of Parent Common Stock or other property pursuant to Section 8.4 hereof any Escrow Amount specified in such Officer's Certificate unless the Escrow Agent shall have received written authorization from the ShareholdersStockholders' Agent to make such delivery. After the expiration of such twenty thirty (2030) day period, the Escrow Agent shall make delivery of the Parent Common Stock or other property in an amount from the Escrow Fund in accordance with such Officer's Certificate and Section 8.4 7.2(d) hereof, provided that provided, that, no such payment -------- ---- or delivery may be made if the ShareholdersStockholders' 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 Parent prior to the expiration of such twenty thirty (2030) day period. The Stockholder's Agent will only submit an objection in good faith.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Splash Technology Holdings 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 Shareholders' Agent (defined in Section 8.7 9.8 below) and for a period of twenty forty-five (2045) days after such delivery to receipt by the Shareholders' Agent of such Officer's CertificateEscrow Agent, the Escrow Agent shall make no delivery of Parent Common Stock Shares or other property pursuant to Section 8.4 9.5 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make such delivery. After the expiration of such twenty forty-five (2045) day period, the Escrow Agent shall make delivery of the Parent Common Stock Shares or other property in the Escrow Fund in accordance with Section 8.4 9.5 hereof, provided that no such payment or delivery may be made if the Shareholders' 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 Parent prior to the expiration of such twenty forty-five (2045) day period.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Mdsi Mobile Data Solutions Inc /Can/)
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 Shareholders' Agent (defined in Section 8.7 6.8 below) and for a period of twenty twenty-five (2025) days after such delivery to the Shareholders' Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery of Parent Acquiror Common Stock or other property pursuant to Section 8.4 6.5 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make such delivery. After the expiration of such twenty twenty-five (2025) day period, the Escrow Agent shall make delivery of the Parent Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 8.4 6.5 hereof, provided that no such payment or delivery may be made if the Shareholders' 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 Parent Acquiror prior to the expiration of such twenty twenty-five (2025) day period.
Appears in 1 contract
Objections to Claims. (a) At the time of delivery of any Officer's -------------------- ’s Certificate to the Escrow Agent, the Acquiror shall also deliver a duplicate copy of such Officer's ’s Certificate shall be delivered to the Shareholders' Agent (defined in Section 8.7 below) and for Stockholders’ Agent. For a period of twenty thirty (2030) days after such delivery to the Shareholders' Agent of such Officer's ’s Certificate, the Escrow Agent shall make no delivery payment of Parent Common Stock or other property amounts from the Escrow Fund pursuant to Section 8.4 9.4 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Stockholders’ Agent to make such deliverypayment. After the expiration of such twenty thirty (2030) day period, the Escrow Agent shall make delivery payment of the Parent Common Stock or other property amounts in the Escrow Fund in accordance with Section 8.4 9.4 hereof, provided that no such payment or delivery may be made if the Shareholders' 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 Parent Acquiror prior to the expiration of such twenty thirty (2030) day period.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Packeteer 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 Shareholders' Agent (defined in Section 8.7 9.9 below) and for a period of twenty forty-five (2045) days after such delivery to the Shareholders' Escrow Agent of such Officer's Certificate, the Escrow Agent shall make no delivery of Parent Common Stock or other property pursuant to Section 8.4 9.6 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make such delivery. After the expiration of such twenty forty-five (2045) day period, the Escrow Agent shall make delivery of the Parent Common Stock or other property and cash in the Escrow Fund in accordance with Section 8.4 9.6 hereof, provided that no such payment or delivery may be made if the Shareholders' 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 Parent prior to the expiration of such twenty forty-five (2045) day period.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (PLX Technology 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 together with any documents Acquiror may have supporting such claim shall be delivered to the Shareholders' Agent (defined in Section 8.7 8.9 below) and for a period of twenty (20) days after such delivery to the Shareholders' Agent of such Officer's CertificateEscrow Agent, the Escrow Agent shall make no delivery of Parent Acquiror Common Stock or other property pursuant to Section 8.4 8.6 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make such delivery. After the expiration of such twenty (20) day period, the Escrow Agent shall make delivery of the Parent Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 8.4 8.6 hereof, provided that no such payment or delivery may be made if the Shareholders' 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 Parent Acquiror prior to the expiration of such twenty (20) day period.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vignette 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 Shareholders' Agent (defined in Section 8.7 8.8 below) and for a period of twenty forty-five (2045) days after such delivery to the Shareholders' Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery of Parent Acquiror Common Stock or other property pursuant to Section 8.4 8.5 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make such delivery. After the expiration of such twenty forty-five (2045) day period, the Escrow Agent shall make delivery of the Parent Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 8.4 8.5 hereof, provided that no such payment or delivery may be made if the Shareholders' 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 Parent Acquiror prior to the expiration of such twenty forty-five (2045) day period.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cardiovascular Dynamics 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 Shareholders' Agent (defined in Section 8.7 6.4 below) and for a period of twenty fifteen (2015) days after such delivery to the Shareholders' Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery of Parent Common New Stock or other property pursuant to Section 8.4 6.2 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make such delivery. After the expiration of such twenty fifteen (20) day 15)-day period, the Escrow Agent shall make delivery of the Parent Common New Stock or other property in the Escrow Fund in accordance with Section 8.4 6.2 hereof; provided, provided that no such payment or delivery may be made if the Shareholders' 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 Parent Buyer prior to the expiration of such twenty fifteen (20) day 15)-day period.
Appears in 1 contract
Samples: Stock Purchase Agreement (Smith Micro 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 shall be delivered to the Shareholders' Agent (defined in Section 8.7 8.9 below) and for a period of twenty forty-five (2045) days after such delivery to the Shareholders' Escrow Agent of such Officer's Certificate, the Escrow Agent shall make no delivery of Parent Common Stock or other property pursuant to Section 8.4 8.6 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make such delivery. After the expiration of such twenty forty-five (2045) day period, the Escrow Agent shall make delivery of the Parent Common Stock or other property in the Escrow Fund in accordance with Section 8.4 8.6 hereof, provided that no such payment or delivery may be made if the Shareholders' 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 Parent prior to the expiration of such twenty forty-five (2045) day period.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (PLX Technology Inc)
Objections to Claims. At the time of delivery of any -------------------- Officer's -------------------- Certificate to the Escrow Depository Agent, a duplicate copy of such Officer's Certificate shall be delivered to the ShareholdersStockholders' Agent Agents (as defined in Section 8.7 10.9 below) and for a period of twenty thirty (2030) days after such delivery to the Shareholders' Agent of such Officer's Certificatedelivery, the Escrow Depository Agent shall make no delivery of Parent Common Stock or other property Escrow Shares pursuant to Section 8.4 hereof 10.4 unless the Escrow Depository Agent shall have received written authorization from the ShareholdersStockholders' Agent Agents to make such delivery. After the expiration of such twenty thirty (2030) day period, the Escrow Depository Agent shall make delivery of the Parent Common Stock or other property Escrow Shares in the Escrow Fund in accordance with Section 8.4 hereof10.4; provided, provided however, that no such payment or delivery may be made if the ShareholdersStockholders' Agent Agents 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 Depository Agent and to Parent Onvia prior to the expiration of such twenty thirty (2030) day period.
Appears in 1 contract
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 ShareholdersStockholders' Agent (defined in Section 8.7 below) and for a period of twenty forty-five (2045) days after such delivery to the ShareholdersEscrow Agent and Stockholders' Agent of such Officer's Certificate, the Escrow Agent shall make no delivery of Parent Common Stock Stock, cash or other property pursuant to Section 8.4 8.5 hereof unless the Escrow Agent shall have received written authorization from the ShareholdersStockholders' Agent to make such delivery. After the expiration of such twenty forty-five (2045) day period, the Escrow Agent shall make delivery of the Parent Common Stock or other property in the Escrow Fund in accordance with Section 8.4 8.5 hereof, provided that no such payment or delivery may be made if the ShareholdersStockholders' 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 Parent prior to the expiration of such twenty forty-five (2045) day period.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Micrel 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 ShareholdersStockholders' Agent (defined in Section 8.7 below) and for a period of twenty forty-five (2045) days after such delivery to the Shareholders' Escrow Agent of such Officer's Certificate, the Escrow Agent shall make no delivery of Parent Common Stock Escrow Shares or other property Escrow Cash pursuant to Section 8.4 hereof unless and until the Escrow Agent shall have received written authorization from the ShareholdersStockholders' Agent to make such delivery. After the expiration of such twenty forty-five (2045) day period, the Escrow Agent shall make delivery of the Parent Common Stock Escrow Shares or other property Escrow Cash then in the Escrow Fund in accordance with Section 8.4 hereof8.4, provided that no such payment or delivery may be made if the ShareholdersStockholders' 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 Parent prior to the expiration of such twenty forty-five (2045) day period.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Tumbleweed Communications 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 Shareholders' Agent (defined in Section 8.7 below) and and, for a period of twenty forty-five (2045) days after such delivery to the Shareholders' Escrow Agent of such Officer's Certificate, the Escrow Agent shall make no delivery of Parent 724 Solutions Common Stock or other property pursuant to Section 8.4 5 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent to make such delivery. After the expiration of such twenty forty-five (2045) day period, the Escrow Agent shall make delivery of the Parent 724 Solutions Common Stock or other property in the Escrow Fund in accordance with Section 8.4 5 hereof, provided that no such payment or delivery may be made if the Shareholders' 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 Parent 724 Solutions prior to the expiration of such twenty forty-five (2045) day period.
Appears in 1 contract
Samples: Non Employee Shareholders' Agreement (724 Solutions Inc)
Objections to Claims. (a) 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 ShareholdersREBA Stockholders' Agent (as defined in Section 8.7 below) and for ). For a period of twenty thirty (2030) days xays after such delivery to the Shareholders' Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery of Parent Acquiror Common Stock or other property pursuant to Section 8.4 hereof or the Escrow Agreement unless the Escrow Agent shall have received written authorization from the ShareholdersREBA Stockholders' Agent to make such delivery. After the expiration of such twenty ox xxch thirty (2030) day period, the Escrow Agent shall make delivery of the Parent Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 8.4 hereof, provided that no such payment or delivery may be made if the Shareholders' 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 Parent Acquiror prior to the expiration of such twenty thirty (2030) day period.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Applied Microsystems Corp /Wa/)