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 8.09 below) and for a period of thirty (30) days after such delivery to the Escrow Agent of such Officer's Certificate, the Escrow Agent shall make no delivery of Escrow Shares or other property pursuant to Section 8.05 hereof unless the Escrow Agent shall have received written authorization from the 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 or other property in the Escrow Fund in accordance with Section 8.05 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 Acquiror prior to the expiration of such thirty (30) day period.
Appears in 2 contracts
Samples: Merger Agreement (QRS Corp), Agreement and Plan of Reorganization (QRS Corp)
Objections to Claims. At the time of delivery of any Officer's Certificate Claims Notice to the Share Escrow Agent, a duplicate copy of such Officer's Certificate Claims Notice shall be delivered to the Shareholders' Stockholders’ Agent (defined in Section 8.09 below) and for a period of thirty fifteen (3015) days after such delivery to the Share Escrow Agent of such Officer's CertificateClaims Notice, the Share Escrow Agent shall make no delivery of Escrow Shares or other property pursuant to Section 8.05 hereof 7.07 unless and until the Share Escrow Agent shall have received written authorization from the Shareholders' Stockholders’ Agent to make such delivery. After the expiration of such thirty fifteen (3015) day period, the Share Escrow Agent shall make delivery of the Escrow Shares or other property in the Escrow Fund in accordance with Section 8.05 hereof7.07, provided 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 CertificateClaims Notice, and such statement shall have been delivered to the Share Escrow Agent and to Acquiror prior to the expiration of such thirty fifteen (3015) day period.
Appears in 2 contracts
Samples: Purchase Agreement (Corporate Office Properties Trust), Purchase Agreement and Agreement and Plan of Merger (Corporate Office Properties Trust)
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 Agents (as defined in Section 8.09 10.8 below) and for a period of thirty (30) days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery of Escrow Shares or other property Escrow Cash pursuant to Section 8.05 hereof 10.3 unless the Escrow Agent shall have received written authorization from the ShareholdersStockholders' 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 or other property Escrow Cash in the Escrow Fund in accordance with Section 8.05 hereof10.3, provided 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 Agent and to Acquiror prior to the expiration of such thirty (30) day period.
Appears in 1 contract
Samples: Merger Agreement (Durect Corp)
Objections to Claims. At the time of delivery of any Acquiror Officer's Certificate to the Escrow Agent, a duplicate copy of such Acquiror Officer's Certificate shall be delivered to the Shareholders' Agent (defined in Section 8.09 8.8 below) and for a period of thirty forty-five (3045) days after such delivery to the Escrow Agent of such Officer's Certificate, the Escrow Agent shall make no delivery of Escrow Shares Acquiror Common Stock, cash or other property pursuant to Section 8.05 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 thirty forty-five (3045) day period, the Escrow Agent shall make delivery of the Escrow Shares Acquiror Common Stock, cash or other property in the Escrow Fund in accordance with Section 8.05 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 Acquiror 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 (3045) day period.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Multex Com 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 8.09 8.9 below) and for a period of thirty twenty (3020) days after such delivery to the Escrow Agent of such Officer's CertificateAgent, the Escrow Agent shall make no delivery of Escrow Shares Acquiror Common Stock or other property pursuant to Section 8.05 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 thirty twenty (3020) 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 Section 8.05 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 Acquiror prior to the expiration of such thirty twenty (3020) 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 8.09 below) Papyrus Stockholders and for a period of thirty (30) days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery of Escrow Shares, Additional Escrow Shares or other property pursuant to Section 8.05 8.4 hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Agent Papyrus Stockholders to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares, Additional Escrow Shares or other property in the Escrow Fund in accordance with Section 8.05 7.4 hereof, provided that no such payment or delivery may be made if the Shareholders' Agent Papyrus Stockholders 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 Buyer prior to the expiration of such thirty (30) day period.
Appears in 1 contract
Samples: Merger Agreement (Fonix 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 Shareholders' Merger Agent (defined in Section 8.09 below) and counsel for the Trust and for a period of thirty (30) days after such delivery to the Escrow Agent receipt of such Officer's CertificateCertificate by the Merger Agent, the Escrow Agent shall make no delivery to Parent of any Escrow Shares or other property Amounts pursuant to Section 8.05 8.2(d) hereof unless the Escrow Agent shall have received written authorization from the Shareholders' Merger Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares or other property in shares of Parent Common Stock from the Escrow Fund in accordance with Section 8.05 8.2(d) hereof, provided that no such payment or delivery may be made if the Shareholders' Merger 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, to the extent of the amount so objected.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Level 8 Systems)
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 Agents (as defined in Section 8.09 10.9 below) and for a period of thirty (30) days after such delivery to the Escrow Agent of such Officer's Certificatedelivery, the Escrow Agent shall make no delivery of Escrow Shares or other property pursuant to Section 8.05 hereof 10.4 unless the Escrow Agent shall have received written authorization from the Shareholders' 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 or other property in the Escrow Fund in accordance with Section 8.05 hereof10.4, provided that no such payment or delivery -------- may be made if the Shareholders' 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 Agent and to Acquiror prior to the expiration of such thirty (30) day period.
Appears in 1 contract
Samples: Merger Agreement (Yahoo Inc)