Common use of Release of Retained Escrow Clause in Contracts

Release of Retained Escrow. Upon the resolution of Contested Claims as provided for in Section 2.3(b), the Retained Escrow shall be subject to release by the Escrow Agent to Parent and/or to the Holders in accordance with Section 2.3(b), this Section and as otherwise provided for in this Escrow Agreement. The Escrow Agent, Parent and the Indemnification Representative shall cause the Escrow Agent to transfer to Parent the number of Escrow Shares to be released to Parent pursuant to Section 2.3(b) and transfer the number of Escrow Shares that are to be either distributed to the Holders pursuant to Section 3.1 or further retained by the Escrow Agent pending the resolution of Contested Claims and/or Prevailing Party Awards. Any Escrow Shares released from escrow to Parent shall be subject to cancellation by Parent without requiring Parent to pay any consideration whatsoever in receipt thereof to INT'X.xxx or any of the Holders.

Appears in 2 contracts

Samples: Escrow Agreement (Lionbridge Technologies Inc /De/), Escrow Agreement (Jeanty Roger O)

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Release of Retained Escrow. Upon the resolution of Contested -------------------------- Claims as provided for in Section 2.3(b), the Retained Escrow shall be subject to release by the Escrow Agent to Parent and/or to the Holders in accordance with Section 2.3(b), this Section and as otherwise provided for in this Escrow Agreement. The Escrow Agent, Agent and Parent and the Indemnification Representative shall cause the Escrow Agent transfer agent (named in Section 12.4 herein) to transfer to Parent the number of Escrow Shares to be released to Parent pursuant to Section 2.3(b) and transfer the number of reissue certificates for Escrow Shares that are to be either distributed to the Holders pursuant to Section 3.1 or further retained by the Escrow Agent pending the resolution of Contested Claims and/or Prevailing Party Awards. Any Escrow Shares released from escrow to Parent shall be subject to cancellation by Parent without requiring Parent to pay any consideration whatsoever in receipt thereof to INT'X.xxx Opal or any of the Holders.

Appears in 2 contracts

Samples: Escrow Agreement (Transwitch Corp /De), Escrow Agreement (Transwitch Corp /De)

Release of Retained Escrow. Upon the resolution of Contested Claims as provided for in Section 2.3(b), the Retained Escrow shall be subject to release by the Escrow Agent to Parent Buyer and/or to the Holders Holder in accordance with Section 2.3(b), this Section and as otherwise provided for in this Escrow Agreement. The Escrow Agent, Parent Agent and the Indemnification Representative Buyer shall cause the Escrow Agent transfer agent to transfer to Parent Buyer the number of Escrow Shares to be released to Parent Buyer pursuant to Section 2.3(b) and transfer the number of reissue certificates for Escrow Shares that are to be either distributed to the Holders Holder pursuant to Section 3.1 or further retained by the Escrow Agent pending the resolution of Contested Claims and/or Prevailing Party Awards. Any Escrow Shares Fund released from escrow to Parent Buyer shall be subject to cancellation by Parent Buyer without requiring Parent Buyer to pay any consideration whatsoever in receipt thereof to INT'X.xxx the Company or any of the HoldersHolder, except in satisfaction of the Claim.

Appears in 1 contract

Samples: Escrow Agreement (Teradyne Inc)

Release of Retained Escrow. Upon the resolution of Contested Claims as provided for in Section 2.3(b), the Retained Escrow shall be subject to release by the Escrow Agent to Parent Buyer and/or to the Holders in accordance with Section 2.3(b), this Section and as otherwise provided for in this Escrow Agreement. The Escrow Agent, Parent Agent and the Indemnification Representative Buyer shall cause the Escrow Agent transfer agent to transfer to Parent Buyer the number of Escrow Shares to be released to Parent Buyer pursuant to Section 2.3(b) and transfer the number of reissue certificates for Escrow Shares that are to be either distributed to the Holders pursuant to Section 3.1 or further retained by the Escrow Agent pending the resolution of Contested Claims and/or Prevailing Party Awards. Any Escrow Shares Fund released from escrow to Parent Buyer shall be subject to cancellation by Parent Buyer without requiring Parent Buyer to pay any consideration whatsoever in receipt thereof to INT'X.xxx the Company or any of the Holders, except in satisfaction of the Claim.

Appears in 1 contract

Samples: Escrow Agreement (Teradyne Inc)

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Release of Retained Escrow. Upon the resolution of Contested Claims as provided for in Section 2.3(b), the Retained Escrow shall be subject to release by the Escrow Agent to Parent and/or to the Holders in accordance with Section 2.3(b), this Section and as otherwise provided for in this Escrow Agreement. The Escrow Agent, Parent and the Indemnification Representative shall cause the Escrow Agent transfer agent to transfer to Parent the number of Escrow Shares to be released to Parent pursuant to Section 2.3(b) and transfer the number of Escrow Shares that are to be either distributed to the Holders pursuant to Section 3.1 or further retained by the Escrow Agent pending the resolution of Contested Claims and/or Prevailing Party Awards. Any Escrow Shares released from escrow to Parent shall be subject to cancellation by Parent without requiring Parent to pay any consideration whatsoever in receipt thereof to INT'X.xxx Calogic or any of the Holders.

Appears in 1 contract

Samples: Escrow Agreement (Sipex Corp)

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