Adjustment Escrow Deposit definition

Adjustment Escrow Deposit means 1,000,000 shares of New VWE Holdco common stock;
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Adjustment Escrow Deposit means $10,000,000.
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Adjustment Escrow Deposit means 1,000,000 NV Parent Common Shares.
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Examples of Adjustment Escrow Deposit in a sentence

  • Parent shall not have any liability for any amount due pursuant to this Section‎ 2.9(b)(v) in excess of an amount equal to the Adjustment Escrow Deposit.

  • At the Closing, pursuant to Section‎ 2.3(b)(iii), Parent shall deliver the Adjustment Escrow Deposit and the Special Escrow Deposit to the Escrow Agent to be, in separate and segregated accounts, held, safeguarded, invested and released pursuant to the terms of this Agreement and the Escrow Agreement.

  • In effect, maintaining such a peg would require aa commitment to purchase an unlimited amount of Treasury securities, which could result in a substantial deterioration in market functioning.

  • Parent shall not have any liability for any amount due pursuant to this Section 2.9(b)(v) in excess of an amount equal to the Adjustment Escrow Deposit.

  • At the Closing, Buyer will deliver an amount equal to the Estimated Purchase Price minus the Adjustment Escrow Deposit Amount to Seller by wire transfer of immediately available funds to the account designated by Seller no later than two (2) Business Days prior to the Closing Date.

  • Buyer will deliver to the Escrow Agent an aggregate of $[ ] (the “Adjustment Escrow Deposit Amount”) at the Closing, by wire transfer of immediately available funds to a separate escrow account designated to Buyer by the Escrow Agent no later than two (2) Business Days prior to the Closing Date (the “Adjustment Escrow Account”), and upon receipt thereof, the Escrow Agent will acknowledge in writing to Buyer and Seller receipt of the Adjustment Escrow Deposit Amount.

  • Parent will deposit (or cause to be deposited) with the Exchange Agent the Merger Consideration less the Adjustment Escrow Deposit (the “Closing Merger Consideration”).

  • To the Escrow Agent, in cash by wire transfer of immediately available funds to a bank account designated by the Escrow Agent at least two (2) Business Days prior to the Closing Date an aggregate amount equal to the Adjustment Escrow Deposit Amount for deposit into a separate escrow account (including any interest or other income earned thereon, the “ Adjustment Escrow Fund”) established and maintained pursuant to the terms of the Escrow Agreement.

  • To the extent the Merger Consideration Deficit exceeds the Adjustment Escrow Deposit, Parent will be entitled to redeem NV Parent Common Shares from the Company Shareholders pursuant to the terms of the Investor Rights Agreement.

  • Id. at 446, n.1. Statements by a representative that the agency has provided relief or is in the process of doing so do not constitute evidence that the appeal has been rendered moot.


More Definitions of Adjustment Escrow Deposit

Adjustment Escrow Deposit means the product of the Specified Shareholder Percentage multiplied by U.S.$4,500,000.
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Adjustment Escrow Deposit shall have the meaning set forth in Section 2.3(b).
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Adjustment Escrow Deposit means $10,000,000. “Adjustment Escrow Funds” means the Adjustment Escrow Deposit together with any interest earned thereon. “Adjustment Maximum Amount” means $10,000,000. “Affiliates” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting Equity Interests, by Contract or otherwise; provided, however, that except for the purposes of Section 3.10(a)(xi) and Section 3.19, in no event will the Sellers, Company or any of their respective Subsidiaries be considered an Affiliate of any portfolio company of any investment fund affiliated with AIP, LLC, nor will any portfolio company of any investment fund affiliated with AIP, LLC be considered an Affiliate of the Sellers, Company or any of their respective Subsidiaries. “Aggregate Cash Consideration” means an amount in cash equal to (i) the Base Amount, plus (ii) the Closing Company Cash, minus (iii) the Closing Company Indebtedness, minus (iv) the Closing Transaction Expenses, plus (v) the Net Working Capital Excess (if any), minus (vi) the Net Working Capital Shortfall (if any), minus the Building Remediation Amount. “Aggregate Stock Consideration” means 11,921,766 shares of Parent Common Stock. “Agreement” has the meaning set forth in the Preamble. “AIPCF V AIV C, LP Agreement” means the Amended and Restated Exempted Partnership Agreement of AIPCF V AIV C, LP, in effect as of the date hereof. “Allocation Schedule” has the meaning set forth in Section 2.5(b). “Ancillary Agreements” means the Escrow Agreement, the Stockholder Agreement, the Fund V Restrictive Covenant Agreement and all other agreements contemplated by this Agreement in connection with the Transaction.
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Adjustment Escrow Deposit shall have the meaning specified in Section 2.7 of this Agreement.
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Adjustment Escrow Deposit means the sum of Five Hundred Thousand Dollars ($500,000.00). 4822-8388-7844.2 "Business Day" shall mean any day, other than a Saturday, Sunday or legal holiday, on which Escrow Agent at its location identified in Section 15 is open to the public for general banking purposes. "Claim Notice" shall have the meaning set forth in Section 61a}. "Continuing Unresolved Amount" shall mean, as of any date, the amount of all Claims asserted by Parent pursuant to Section 6; at which remain unpaid or in dispute as of such date. "Escrow Accounts" shall have the meaning set forth in Section 3. "Escrow Claim" shall have the meaning set forth in Section 6§a[. "Escrow Funds" shall mean, collectively, the Adjustment Escrow Deposit and the Indemnity Escrow Deposit, each deposited with Escrow Agent pursuant to Section 3 of this Agreement, together with any interest and other income thereon. "Escrow Period" shall mean the period commencing on the date hereof and ending at the close of Escrow Agent’s Business Day on the date that is twenty-four (24) months after the date hereof unless earlier terminated pursuant to this Agreement. "Executive Officers" has the meaning set forth in Section I0(h1. "FDIC" has the meaning set forth in Section 7. "Final Order" shall mean a final and nonappealable order of a court of competent jurisdiction (an "Ori<i<¢r“), which Order is delivered to Escrow Agent accompanied by a written instruction from Parent or Stockholders given to effectuate such Order and confinriing that such Order is final, nonappealable and issued by a court of competent jurisdiction, and Escrow Agent shall be entitled to conclusively rely upon any such confirmation and instruction and shall have no responsibility to review the Order to which such confinnation and instruction refers. "Indemnified Party" shall have the meaning set forth in Section ll. "Indemnity Escrow Account" has the meaning set forth in Section 3. "Indemnity Escrow Deposit" shall mean the sum of Seven Hundred Fifty Thousand Dollars ($750,000). "Joint Written Direction" shall mean a written direction executed by a Parent Representative and a Stockholder Representative in accordance with Section 15 and directing Escrow Agent to disburse all or a portion of the Escrow Funds or to take or refrain from taking any other action pursuant to this Agreement. "Losses" shall have the meaning set forth in Section ll. 2 "Parent Representative" shall mean each person so designated on Schedule C hereto or any other person designat...
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Related to Adjustment Escrow Deposit

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Adjustment Escrow Amount means $1,000,000.

  • Adjustment Escrow Account has the meaning set forth in Section 2.4(a)(i).

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Escrow Deposit has the meaning set forth in Section 3.3.

  • Indemnity Escrow Amount means $5,000,000.

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Indemnity Escrow Account has the meaning set forth in Section 2.3(c).

  • Earnest Money Deposit (EMD) means Bid Security/ monetary or financial guarantee to be furnished by a tenderer along with its tender.

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • Initial Deposit shall have the meaning set forth in Section 2.5(a).

  • Escrow Cash is defined in Section 4.1(a).

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Earnest Money Deposit (EMD) means the refundable amount to be submitted by the Bidder along with RFP documents to NMRC

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Working Capital Escrow Amount means $500,000.

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Deposit Escrow Agreement has the meaning set forth in Section 2.2.

  • Initial Deposit Amount means the Issuing Entity’s deposit to the Reserve Account, on or before the Closing Date, of $[•].