Examples of Cash Escrow Fund in a sentence
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.
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.
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 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.
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.
The Escrow Agent agrees to accept delivery of the Escrow Funds and to hold each of the Cash Escrow Fund and the Stock Escrow Fund in a separate escrow account (collectively, the "ESCROW ACCOUNTS") subject to the terms and conditions of this 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”).
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.
The amount of cash to be distributed to each Member under this Section 4(c) from the Cash Escrow Fund shall be determined by multiplying (i) the total amount of cash to be distributed to all Members other than Xxxxxxx Xxxxxx (“Xxxxxx”) and Xxx Xxxxxxx (“Xxxxxxx”) under this Section 4(c) by (ii) such Member’s “Percentage of Cash Escrow Fund” as set forth with respect to such Member in Schedule 1 hereto.