Examples of Adjustment Escrow Account in a sentence
The fees, expenses and costs of the Independent Accountant shall be borne equally by Parent and the Fully-Diluted Stockholders, with the portion to be borne by the Fully-Diluted Stockholders being paid solely out of the Purchase Price Adjustment Escrow Account.
The Adjustment Escrow Account will partially secure Parent’s right to receive payments in connection with any adjustment pursuant to Section 2.05, and the Indemnity Escrow Account will partially secure Parent’s right to receive payments in connection with any indemnification under Article X or Section 7.08.
At or prior to Closing, the Company may elect in its sole discretion to have a pro rata portion of the proceeds otherwise payable to the holders of Cash Converted Options hereunder withheld from the payments to such holders and contributed into the Adjustment Escrow Account and the Indemnity Escrow Account based on the holders’ pro rata portion of the proceeds hereunder.
Simultaneously with the Closing, the Purchase Price Adjustment Escrow Amount shall be withheld from the Closing Date Merger Consideration otherwise payable in respect of the Common Shares, Warrants and Stock Appreciation Rights and deposited by Parent into a separate account (the "Purchase Price Adjustment Escrow Account") with the Escrow Agent, pursuant to the Escrow Agreement.
Buyer shall be treated for Tax purposes as the owner of all interest and earnings earned by any funds in the Adjustment Escrow Account or Indemnity Escrow Account.