Company Escrow Parties definition

Company Escrow Parties. Means each Stockholder (other than holders of Dissenting Shares who do not effectively withdraw or lose (through failure to perfect or otherwise) their appraisal rights) and each holder of Vested In the Money Company Stock Options.
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Examples of Company Escrow Parties in a sentence

  • The Escrow Amount shall be withheld from the Merger Consideration that would otherwise be payable to the Company Escrow Parties on a pro rata basis, as determined by reference to the portion of the Merger Consideration each Company Escrow Party is entitled to receive in the Merger as compared to all other Company Escrow Parties (each Company Escrow Party’s “Pro Rata Share”).

  • If the full amount of the Escrow Amount is paid to Parent in satisfaction of Indemnification Claims, any additional liability of the Company Escrow Parties under Section 8.2 shall be satisfied from other assets of the Company Escrow Parties, including by offset of amounts not yet paid by Parent under this Agreement or any other Operative Document.

  • To the extent requested by the Stockholder Representative, Parent will reasonably cooperate with the Stockholder Representative in obtaining such refund or credit for the Company Escrow Parties, including through the filing of amended Tax Returns for periods ending before or on the Closing Date or refund claims.

  • The Accounting Firm’s determination as to each Item of Dispute submitted to it shall be in writing, shall conform with this Section 1.9(b) and shall be conclusive and binding upon Parent and the Stockholder Representative (on behalf of the Company Escrow Parties).

  • The Company Escrow Parties shall not receive interest or other earnings on the Stockholder Representative Expense Fund and the Company Escrow Parties irrevocably transfer and assign to the Stockholder Representative any ownership right that they may have in any interest that may accrue on funds held in the Stockholder Representative Expense Fund.

  • The Accounting Firm shall allocate its costs and expenses to the Non-Prevailing Party or, if there is not a single Non-Prevailing Party, equally to Parent and the Stockholder Representative (on behalf of the Company Escrow Parties).

  • Parent shall promptly pay, or cause to be paid, to the Escrow Agent, for disbursement behalf to the Company Escrow Parties, any amount to which the Company Escrow Parties are entitled pursuant to the prior sentence upon the receipt or recognition of the applicable refund or credit by Parent, the Surviving Corporation or their Affiliates.

  • To the extent such refund or credit is subsequently disallowed or required to be returned to the applicable Tax authority, the Company Escrow Parties agree promptly to repay the amount of such refund or credit, together with any interest, penalties or other additional amounts imposed by such Tax authority, to Parent.

  • In the case of any Indemnification Claim arising out of Section 8.2(a)(i)-(iii), or Section 8.3(a)-(b), as applicable, the Company Escrow Parties or Parent, as applicable, shall not be obligated to indemnify the Parent Indemnified Parties or the Company Indemnified Parties, as applicable, until the total amount of Losses with respect to the aforementioned claims that the Parent Indemnified Parties or the Company Indemnified Parties, as applicable, are entitled to recover exceeds $200,000 (the “Threshold”).

  • If the final Merger Consideration is greater than the Estimated Merger Consideration, then within two (2) business days after the determination of the final Merger Consideration, Parent shall cause to be deposited the amount of the difference with the Exchange Agent to be immediately distributed to the Company Escrow Parties in accordance with each Company Escrow Party’s Pro Rata Share.

Related to Company Escrow Parties

  • 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.

  • 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.

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

  • 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.

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

  • 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.

  • Buyer Parties has the meaning set forth in the Preamble.

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

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

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

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

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

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

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • 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.

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.

  • Indemnification Escrow Agreement means an agreement in substantially the form attached hereto as Exhibit B, between the Escrow Participant, the Escrow Agent and the Purchaser with respect to the Indemnification Escrow Shares to reflect the terms set forth in Section 10.3.

  • Sellers’ Representative has the meaning set forth in the Preamble.

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

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

  • Seller Representatives has the meaning set forth in Section 5.8(a).

  • Buyer Group has the meaning set forth in Section 15.1.

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

  • Sellers has the meaning set forth in the preamble.