Examples of Cash Escrow Fund in a sentence
If the Final Net Debt at Closing exceeds the Estimated Net Debt at Closing, then, promptly following the Notification Date, and in any event within five (5) business days of the Notification Date, the Escrow Agent shall pay to Parent from the Cash Escrow Fund the amount by which the Final Net Debt at Closing exceeds the Estimated Net Debt at Closing, together with all interest earned on such amount.
Any remaining cash in the Cash Escrow Fund (together with all interest earned on such amount) shall be distributed to the Target Stockholders pro rata based on the percentage interests in the Cash Escrow Fund set forth on Exhibit A then in effect.
The Cash Escrow Fund shall be used only in connection with adjusting the Cash Merger Consideration as a result of differences between the Estimated Net Debt at Closing and the Final Net Debt at Closing as set forth in Section 2.02 of the Merger Agreement.
Forty percent of any Release Amount shall be released from the Cash Escrow Fund, and 60% of any Release Amount shall be released from the Stock Escrow Fund.
Other than interest earned that becomes part of the Cash Escrow Fund, no interest shall be paid or will accrue on the cash payable to holders of Certificates in accordance with the provisions of this ARTICLE 1.
The Cash Escrow Fund and the Stock Escrow Fund shall be known collectively as the "ESCROW FUNDS." The shares of Bridge Preferred being held in the Stock Escrow Fund shall be referred to as the "ESCROW SHARES".
If the Estimated Net Debt at Closing exceeds the Final Net Debt at Closing, then, promptly following the date on which the Escrow Agent receives such written instructions (the "NOTIFICATION DATE"), and in any event within five (5) business days of the Notification Date, the Escrow Agent shall distribute to the Target Stockholders the Cash Escrow Fund (together with all interest earned thereon) pro rata based on the percentage interests in the Cash Escrow Fund set forth on Exhibit A then in effect.
On the fifth anniversary of the Closing Date, the remainder of the Cash Escrow Fund and the Stock Escrow Fund not subject to unresolved or unsatisfied claims specified in any Officer’s Certificate delivered to the Shareholders’ Representative and the Escrow Agent prior to the fifth anniversary of the Closing Date (such amount and each Interim Release Amount, a “Release Amount”) shall be released to the Indemnifying Shareholders as provided herein.
In accordance with Section 2.07(c) hereof, within two (2) Business Days of Buyer’s obtaining the requisite investment approval from the Investment Commission of the Ministry of Economic Affairs of the Republic of China (Taiwan), Buyer shall deliver to the Escrow Agent the Cash Escrow Amount for deposit with the Escrow Agent, such deposit to constitute the Cash Escrow Fund, which shall be governed by the terms set forth herein and the Escrow Agreement.
The Shareholders’ Representative may object to any claim set forth in such Officer’s Certificate by delivering written notice to Parent (and if cash remains in the Cash Escrow Fund or shares of Parent Common Stock remain in the Stock Escrow Fund, to the Escrow Agent) of the Shareholder Representative’s objection (an “Objection Notice”).