Closing Escrow Shares definition

Closing Escrow Shares has the meaning given to such term in Section 1.6(b).
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
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

Examples of Closing Escrow Shares in a sentence

  • At the Closing, Shares with a value of $1 million (valued using a five day trailing average ending on the second trading day prior to the Closing) ("Escrow Shares") will be held by TMCS in trust until such time as TMCS and the Shareholders have mutually agreed upon the identify of an escrow agent ("Escrow Agent") and the terms of an escrow agreement ("Escrow Agreement").

  • Buyer and the Shareholders agree that should the Buyer or its shareholders, directors, officers, employees, attorneys, agents, and affiliates suffer any losses, damages, or liabilities ("Losses") due to a breach by the Shareholders 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.

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

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

  • If a Third Closing Termination Event should occur, all Third Closing Escrow Shares shall be returned to the status of authorized but unissued shares of Parent Capital Stock and the holders of Company Capital Stock shall have no further right to such shares.

  • 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.

  • The Buyer shall have the right, in its sole discretion, utilize part or all of the Closing Escrow Shares to satisfy part or all of the Shareholders' obligations hereunder; and for such purposes, the Closing Escrow Shares shall be valued at their Market Value, as herein defined, as of the date such shares are released from escrow to the Buyer.

  • Such Third Closing Escrow Shares shall be contributed by the holders of Company Capital Stock receiving shares of Parent Class B Common Stock on a pro rata basis based on the number of shares of Parent Class B Common Stock issued pursuant to Section 1.6. For so long as these shares of Parent Class B Common Stock, are held in escrow under this Section 1.9(b), the interests of the holders of Company Capital Stock in the Third Closing Escrow Shares may not be assigned or transferred by such holders.

  • In the event of a dispute as to whether the Buyer is entitled to retain any Closing Escrow Shares, the Buyer and the Shareholders shall be subject to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association with the hearing to be held in Ft. Lauderdale, Florida, by three arbitrators who shall be appointed pursuant to said rules.

  • Siebert shall have the right to use the Escrow Shares during the Escrow Period to offset any and all liabilities to Siebert following the Closing which liability is the result from StockCross activities prior to the Closing Escrow Shares.


More Definitions of Closing Escrow Shares

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
Closing Escrow Shares shall have the meaning specified in Section 2.1(c).
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

Related to Closing Escrow Shares

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, 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 3.3.

  • Escrow Property has the meaning set forth in the Escrow Agreement.

  • 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 the amounts held in the Adjustment Escrow Account, including any dividends, interest, distributions and other income received in respect thereof, less any losses on investments thereof, less distributions thereof in accordance with this Agreement and the Escrow Agreement.

  • 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 2.06(a).

  • 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.

  • 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 2.02

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

  • Working Capital Escrow Amount means $1,000,000.

  • 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.

  • Escrow End Date has the meaning set forth in the Escrow Agreement.