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

  • For clarity, Transaction Costs shall not include the employer portion of any payroll Taxes on payments for Vested In the Money Company Stock Options pursuant to Section 1.7.1(c)(i), nor shall the Company Escrow Parties bear the costs of such employer portion of such payroll Taxes in any other manner pursuant to this Agreement or otherwise except to the extent set forth in Section 8.2(a)(iv).

  • The Escrow Agent shall report and withhold any taxes from the Company or any of the Company Escrow Parties (other than the Option Holders) as it determines is required by any law or regulation in effect at the time of the distribution and shall remit such taxes to the appropriate authorities.

  • In the case of any Indemnification Claim arising out of Section 8.2(a)(i), or Section 8.3(a), 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 $350,000 (the “Threshold”).

  • Each of the Company Escrow Parties shall have executed and delivered to Parent a joinder to this Agreement, in the form of Exhibit A attached hereto; provided, that any Company Escrow Party that is not receiving Closing Date Consideration shall not be obligated to execute and deliver the joinder until such Company Escrow Party is entitled to receive any portion of the Earn-Out Consideration or Additional Consideration.

  • The Escrow Funds will be subject to applicable United States withholding tax and any distribution thereof to (I)(a) the Company Escrow Parties other than the Option Holders and (b) the Company (with respect to the Indemnification Fund) and (II) the Company with respect to the Retention Bonus Fund, will be made net of such withholding if required by law, which withholding shall be determined on the basis of the Tax Reporting Documentation provided pursuant to this Agreement as required herein.

  • Except as provided in Section 5.9 hereof, the interests of the Purchaser, the Stockholders’ Representative, and the Company Escrow Parties in the Escrow Funds shall not be assignable or transferable by any party hereto other than by operation of law or pursuant to the terms of this Agreement.

  • The Working Capital Escrow Amount shall be used to satisfy any adjustment to the Merger Consideration pursuant to Section 2.7(d), and the Indemnity Escrow Amount shall be used to satisfy any Shortfall Amount in excess of the Working Capital Escrow Amount and any indemnification obligations of the Company Escrow Parties under Section 7.1.

  • 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”).

  • The Company Escrow Parties shall pay all applicable income, withholding and any other taxes imposed or measured by income which is attributable to income from the Indemnification Fund, and the Company shall pay all income, withholding and any other taxes imposed or measured by income which is attributable to income from the Retention Bonus Fund, and each shall file all tax and information returns applicable thereto.

  • The Escrow Agent shall not deliver any of the cash in the Indemnification Fund to the Purchaser or the Company Escrow Parties relating to the disputed portion of such Purchaser Indemnity Claim, except in accordance with the procedures set forth in Section 2.5 of this Agreement as if the disputed portion of such Purchaser Indemnity Claim consisted of a separate Purchaser Indemnity Claim that was disputed by the Stockholders’ Representative in whole.

Related to Company Escrow Parties

  • Indemnity Escrow Agreement has the meaning set forth in Section 1.5.

  • 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 $5,000,000.

  • Indemnity Escrow Account has the meaning set forth in Section 2.3(c).

  • 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 Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Buyer Parties means Buyer, its Affiliates, their members, officers, directors, employees, agents, representatives, successors, and assigns.

  • 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 has the meaning set forth in the Escrow Agreement.

  • 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 that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • 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 3.3.

  • 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.