Working Capital Escrow. A counterpart, duly executed by each of the Company Stockholder Representative and the Working Capital Escrow Agent, of the Working Capital Escrow Agreement.
Working Capital Escrow. (a) On the Closing Date, Parent shall deliver to the Escrow Agent, as a deposit to the Escrow Fund, cash in an amount equal to $[***] (the “Escrow Amount”) from the Merger Consideration for the purpose of securing the obligations of the Participating Securityholders under Section 1.12 of this Agreement. Each Participating Securityholder’s Pro Rata Fraction of the Escrow Amount shall be withheld from the Closing Consideration otherwise payable to such Participating Securityholder on the Closing Date. The Escrow Fund shall be held by the Escrow Agent in accordance with the terms of this Agreement and the terms of the Escrow Agreement. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any Person, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement. Any amounts held in the Escrow Fund following the Final Adjustment Amount Determination Date shall be released to the Payment Agent or the Surviving Corporation, as applicable, for further distribution to the Participating Securityholders in proportion to their respective Pro Rata Fractions no later than five (5) Business Days following the date on which, as applicable, (i) full and final payment is made of any Adjustment Amount payable to Parent pursuant to Section 1.12(b) or (ii) a final determination is made pursuant to Section 1.12 that no Adjustment Amount is payable to Parent (the “Working Capital Escrow Expiration Date”).
(b) The Seller Representative shall, within three (3) Business Days after the Working Capital Escrow Expiration Date, as applicable, deliver to the Escrow Agent, Parent and the Payment Agent a written direction and an updated Estimated Closing Statement (which need not be certified by an officer of the Surviving Company) setting forth the portion of any distribution of the Escrow Fund payable to each Participating Securityholder. Each distribution of cash made from the Escrow Fund to the Participating Securityholder shall be made in proportion to the respective Pro Rata Fractions of the Participating Securityholders at the time of such distribution, as set forth in the updated Estimated Closing Statement and the Escrow Agreement. Escrow Fund releases due to the Participating Securityholders in respect of Company Capital Stock, Company Warrants, In-the-Money Options and/or the Carve-Out Plan Amount shall be made to the Pay...
Working Capital Escrow. On the Closing Date, Buyer shall pay to the Escrow Agent, as agent to Buyer and the Sellers’ Representative, into the Adjustment Escrow Account, the Adjustment Escrow Amount, in accordance with the terms of Section 1.9(b) of this Agreement and the Escrow Agreement, which Adjustment Escrow Amount, including any interest thereon, shall be held in escrow pursuant to the terms of the Escrow Agreement and shall be available to satisfy payment obligations of the Sellers to Buyer and/or to the Independent Accountant under this Section 1.3 (Working Capital Adjustment) of this Agreement. Pursuant to joint written instructions executed by Buyer and Sellers’ Representative to the Escrow Agent, either (i) promptly following determination of the Final Cash Consideration, if no amount is due to Buyer from Sellers with respect thereto, or, (ii) promptly following delivery to Buyer from the Adjustment Escrow Account of all amounts due with respect to the Final Closing Consideration, the Escrow Agent, within two (2) Business Days after receipt of such instructions, shall release the Adjustment Escrow Amount, or any remaining portion thereof, plus accrued interest thereon, to the Sellers’ Representative as set forth in the Escrow Agreement.
Working Capital Escrow. (a) At or prior to the Closing, each of the Main Sellers and the Purchaser shall enter into the Escrow Agreement with the Escrow Agent in the form of Exhibit G.
(b) Each of the Main Sellers and the Purchaser hereby undertake to promptly execute and deliver to the Escrow Agent, in accordance with the formalities set forth in the Escrow Agreement, instructions to pay to the Sellers or the Purchaser, as applicable, funds from the escrow account established pursuant to the Escrow Agreement any time that such Person becomes entitled to such payment from the Escrow Account pursuant to Section 2.2.3.1.
Working Capital Escrow. XXXX shall pay the Working Capital Escrow Amount by wire transfer of immediately available funds to the Escrow Account to be held and distributed by the Seller Representative in accordance with Section 3.7 hereof.
Working Capital Escrow. At the Closing, each of Buyer, Seller and Parent are executing and delivering an escrow agreement in substantially the form attached hereto as Exhibit A (the “Working Capital Escrow Agreement”). At the Closing, Buyer is depositing the Working Capital Escrow Amount with the Escrow Agent. The Working Capital Escrow Amount shall be held by the Escrow Agent pursuant to the terms of the Working Capital Escrow Agreement.
Working Capital Escrow. Notwithstanding anything to the contrary contained in this Agreement, at the Closing, Seller shall be deemed to have received, and is hereby deemed to have authorized Buyer to deposit with the Escrow Agent $250,000 (the “Working Capital Escrow Amount”) to be held in an escrow account (the “Working Capital Escrow Account”) to satisfy any Working Capital Deficit pursuant to Section 2.9 and to be subject to forfeiture to Buyer in accordance with the Escrow Agreement. Upon the conclusive determination of the Certified Working Capital, pursuant to the Escrow Agreement, Buyer and Seller shall promptly (but in no event later than five (5) Business Days) following the date of such determination instruct the Escrow Agent to release the Working Capital Escrow Amount that was subject to the Working Capital Escrow Account (after giving effect to any deductions and/or payments to Buyer pursuant to the Escrow Agreement and Section 2.9(d)) pursuant to the Escrow Agreement.
Working Capital Escrow. At the closing, the Sellers shall deliver or cause to be delivered, by wire transfer of immediately available funds, to The Chase Manhattan Bank, N.A. (the "Working Capital Escrow Agent") an amount equal to the sum of (i) $250,000 plus (ii) the excess, if any, of the Buyer's Estimate over the Sellers Estimate (the "Sellers Working Capital Escrow Amount"). At the closing, the Buyer shall deliver or cause to be delivered, by wire transfer of immediately available funds, to the Working Capital Escrow Agent an amount equal to $250,000 (the "Buyer's Working Capital Escrow Amount"). The sum of the Sellers Working Capital Escrow Amount and the Buyer's Working Capital Escrow Amount (the "Working Capital Escrow Amount") shall be held by the Working Capital Escrow Agent in an interest bearing account (the "Working Capital Escrow Account") pursuant to an escrow agreement substantially in the form of exhibit 2.6 (the "Working Capital Escrow Agreement"), which funds shall be paid to the Sellers and the Buyer in accordance with the terms of the Working Capital Escrow Agreement.
Working Capital Escrow. Parent shall deposit in escrow with the Escrow Agent identified in the form of the Working Capital Escrow Agreement attached hereto as Exhibit B (the "Working Capital Escrow Agreement"), $300,000 (the "Working Capital Escrow Amount") of the Aggregate Merger Consideration issuable to the holders of Company Common Stock in exchange for such shares of Company Common Stock, which amount shall be held and disbursed in accordance with the terms of such Working Capital Escrow Agreement following the determination of the Final Working Capital (as hereinafter defined).
Working Capital Escrow. To provide a fund for purposes of the Final Working Capital Adjustment as set forth in Section 3.2 (the “Working Capital Escrow Claims”), Parent shall deposit $500,000 of the Aggregate Estimated Cash Consideration that the holders of Company Capital Stock are entitled to receive pursuant to Article III (the “Working Capital Escrow Amount”) with Escrow Agent, such deposit to constitute the “Working Capital Escrow Fund” and to be governed by the terms set forth herein and in the Escrow Agreement. The total amount which the Escrowed Stockholders shall be obligated to pay to Parent for purposes of the Final Working Capital Adjustment as set forth in Section 3.2 and this Section 10.3 shall not exceed the Working Capital Escrow Amount and the General Escrow Amount. Each Escrowed Stockholder’s proportionate interest in the Working Capital Escrow Fund shall be based on such stockholder’s proportionate interest in the Aggregate Estimated Cash Consideration payable to holders of Company Capital Stock that it is entitled to receive pursuant to Article III.
