Closing Escrow Shares definition

Closing Escrow Shares shall have the meaning specified in Section 2.1(c).
Sample 1
Closing Escrow Shares has the meaning given to such term in Section 1.6(b).
Sample 1
Closing Escrow Shares means the number of whole shares of Parent Common Stock (rounded up) equal to (a) the quotient obtained by dividing (i) $10,000,000 by (ii) the Calculated Stock Price, plus (b) ten percent of the Total Closing Shares.
Sample 1

Examples of Closing Escrow Shares in a sentence

  • Following the Closing, Escrow Shares shall be available to satisfy the indemnification obligations of Transferors pursuant to this Agreement (the “Indemnification Shares”).

  • To secure such obligation, Certificates in the names of the applicable Principal Stockholders representing the Third Closing Escrow Shares that are issued pursuant to Section 1.6 above shall be held in escrow by Parent at the Effective Time subject to release as provided herein and will not be delivered to the former holders of Company Capital Stock entitled to receive shares of Parent Class B Common Stock under the terms of this Agreement.

  • In the event that the Second Closing or Third Closing occurs, as soon as reasonably practicable following such Second Closing or Third Closing, as applicable, Parent shall issue certificates representing the Second Closing Escrow Shares or Third Closing Escrow Shares, as applicable, to the holders entitled to such shares pursuant to Section 1.9.

  • To the full extent that voting rights with respect to Parent Class B Common Stock may exist, the holders of Company Capital Stock to which the Second Closing Escrow Shares have been allocated shall have the right to vote the Second Closing Escrow Shares.

  • Additionally, the Second Closing Escrow Shares shall be appropriately adjusted for any stock splits, stock dividends or the like with respect to such shares.

  • To secure such obligation, Certificates in the names of the applicable Principal Stockholders representing the Second Closing Escrow Shares that are issued pursuant to Section 1.6 above shall be held in escrow by Parent at the Effective Time subject to release as provided herein and will not be delivered to the former holders of Company Capital Stock entitled to receive shares of Parent Class B Common Stock under the terms of this Agreement.

  • The indemnification obligations of Seller under Sections 10.2(a) and (c) and the repayment of any Damages by Seller to Parent and Buyer under Sections 10.2(a) and (c) may be satisfied by a Purchase Price adjustment to be accomplished by the delivery to Buyer of Closing Escrow Shares, and any tendered shares of Common Stock shall have an aggregate Stated Price (calculated as of the Indemnification Determination Date) equal to the Damages.

  • Buyer and Seller agree that should the Buyer suffer any losses, damages, or liabilities ("Losses") due to a breach by Seller of any representations or warranties or covenants contained herein, then the Buyer shall be able to retain the Closing Escrow Shares held in the Closing Escrow pursuant to Paragraph 2.8 hereof or a portion thereof in an amount sufficient to offset any such loss or damage.

  • A closing escrow (the "Closing Escrow") with a term of six months shall be established to retain (ratably from each Shareholder) twenty percent (20%) of the shares of Buyer Common Stock issuable to the Shareholders hereunder (the "Closing Escrow Shares") in accordance with the terms of the escrow agreement and related stock pledge agreement (collectively the "Closing Escrow Agreement") substantially in the form attached hereto as Exhibit B.

  • Example 1A UK Insurance Company directly writes pension business into the Netherlands but it has no permanent establishment in the Netherlands.


More Definitions of Closing Escrow Shares

Closing Escrow Shares means the number of shares of Acquiror Common Stock equal to (i) ten percent (10%) of the Base Consideration Merger Shares, calculated, for these purposes, assuming no Dissenting Shares, rounded to the nearest whole share (with 0.5 being rounded up) (the “Primary Escrow Shares”), plus (ii) 4.17 percent of the Base Consideration Merger Shares, calculated, for these purposes, assuming no Dissenting Shares, rounded to the nearest whole share (with 0.5 being rounded up) (the “Secondary Escrow Shares”).
Sample 1
Closing Escrow Shares means an aggregate of 889,566 shares of Zynex Common Stock that will be deposited into the Escrow Fund in the name of and on behalf of the respective Selling Shareholders in accordance with their respective Ownership Percentage on the Closing Date.
Sample 1
Closing Escrow Shares means the number of Participating Preferred Shares equal to the quotient of $50,000,000 over the product of the Closing Price per Unit and the number of Units per Participating Preferred Share in the Exchange Ratio applicable on the Closing Date.
Sample 1

Related to Closing Escrow Shares

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • Escrow Shares shall be deemed to include the Non-Cash Dividends distributed thereon, if any.

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

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

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.

  • Indemnity Escrow Amount means $3,000,000.

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

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Escrowed Shares has the meaning set forth in Section 2.4.

  • 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.

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

  • Escrow Deposit has the meaning set forth in Section 2.1.

  • Escrow Property means the Escrow Funds and the Certificates delivered to the Escrow Agent as contemplated by Section 1(c) hereof.

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).

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

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

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

  • 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 interest or other amounts earned thereon.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

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

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Holdback Shares has the meaning set forth in Section 2.5(b)(v).

  • Working Capital Escrow Amount means $2,000,000.

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.