Adjustment Escrow Agreement definition

Adjustment Escrow Agreement has the meaning specified in Section 1.5(d).

Adjustment Escrow Agreement means that certain escrow agreement substantially in the form attached hereto as Exhibit D for purposes of the Adjustment Escrow Amount, to be entered into at the Closing by and between Parent, Securityholders’ Representative and Adjustment Escrow Agent.

Adjustment Escrow Agreement means the escrow agreement to be entered into by the Acquiror, the Stockholder Representative and the Escrow Agent, in the form of Exhibit B.

Examples of Adjustment Escrow Agreement in a sentence

• Adjustment Certificate has the meaning given in paragraph 5.2. Adjustment Escrow Agent means the escrow agent to be appointed by MAFM and VTH RE on or before Completion to hold the Adjustment Escrow Amount in accordance with the Adjustment Escrow Agreement.

• Adjustment Escrow Agreement means the agreement for the escrow of the Adjustment Escrow Amount with the Adjustment Escrow Agent, to be entered into between MAFM, VTH RE and the Adjustment Escrow Agent on or before Completion.

• As of immediately prior to or substantially simultaneously with the Closing, Parent will have sufficient funds to pay the Merger Consideration and to effect all other transactions contemplated by this Agreement and the Purchase Price Adjustment Escrow Agreement.

• Buyer shall pay and deliver to Holdings at the Closing, as consideration for the sale of the Purchased Interests, a cash payment equal to Four Hundred Fifty-Nine Million Dollars ($459,000,000), subject to adjustment in accordance with Sections 2.3, 2.4 and 2.5 (the "Cash Consideration"), less the amounts to be deposited by Buyer in escrow under the Adjustment Escrow Agreement pursuant to Section 2.4(b), to the extent applicable, and under the Indemnity Agreement and pursuant to Section 10.4.

• This Agreement, together with the Confidentiality Agreement, Adjustment Escrow Agreement, the Restrictive Covenant Agreements and any other agreements expressly referred to herein or therein (collectively, “Transaction Documents”), contain the entire agreement of the parties regarding the subject matter of this Agreement and the Transactions and supersede all prior agreements among the parties with respect to the subject matter hereof and thereof.

More Definitions of Adjustment Escrow Agreement

Adjustment Escrow Agreement means the Adjustment Escrow Agreement to be executed and delivered by Buyer, Charter, Holdings and the Adjustment Escrow Agent, substantially in the form of Exhibit F hereto.

Adjustment Escrow Agreement means the Adjustment Escrow Agreement that may, subject to the terms of this Agreement, be executed and delivered by Buyer, FHGLP and the Adjustment Escrow Agent, substantially in the form of Exhibit A hereto.

Adjustment Escrow Agreement means the Adjustment Escrow Agreement substantially in the form attached hereto as Exhibit B.

Adjustment Escrow Agreement shall be the Adjustment Escrow Agreement to be entered into among the Purchaser, the Sellers' Representative and the Escrow Agent substantially in the form of Exhibit A attached hereto.

Adjustment Escrow Agreement means the escrow agreement to be entered into on the Closing Date among the Adjustment Escrow Agent, the Company, the Purchasers and the Shareholders in connection with the escrow of the Adjustment Escrow Amount held as security for the adjustment to the Share Purchase Price and Purchase for Cancellation Price contemplated in Section 3.7(3), Section 3.10(3) and Section 3.13;

Adjustment Escrow Agreement means the Adjustment Escrow Agreement dated as of the Closing Date, among Acquiror, Holder Representative and the Escrow Agent, substantially in the form attached hereto as Annex C.

Adjustment Escrow Agreement means that certain escrow agreement, dated as of the Closing Date, by and among Biolase, Purchaser and the Escrow Agent governing the administration of the Adjustment Escrow Amount, in form and substance reasonably acceptable to the parties thereto.