Escrow Shares shall be deemed to include the Non-Cash Dividends distributed thereon, if any.
Escrowed Shares has the meaning set forth in Section 2.4.
Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).
Escrow Cash is defined in Section 4.1(a).
Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.
Escrow Amount has the meaning set forth in Section 2.1(c).
Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.
Deposit Escrow Agreement has the meaning set forth in Section 2.2.
Indemnity Escrow Amount means $3,000,000.
Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.
Escrow Deposit has the meaning set forth in Section 2.1.
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 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.
Certificate Distribution Amount means, as of any Payment Date, the amount being distributed to the Trust Certificateholders on such Payment Date.
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.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
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 Securities means the direct, noncallable obligations of the United States of America, as described in the Escrow Agreement.
Adjustment Escrow Amount means $1,000,000.
Escrow Property means the Escrow Funds and the Certificates delivered to the Escrow Agent as contemplated by Section 1(c) hereof.
Escrow End Date has the meaning specified in the Escrow Agreement.
Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.
Purchase Price Adjustment Escrow Amount means $500,000.
Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.
Adjustment Escrow Account means the escrow account established by the Escrow Agent pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Amount and any interest or earnings accrued thereon or in respect thereof.