Equity Escrow Agreement definition

Equity Escrow Agreement means that certain Escrow Agreement to be entered into by and among the Buyer, Warburg Pincus and the Equity Escrow Agent, in the form of Exhibit 4 to the Equity Purchase Agreement, with such changes thereto as shall be permitted by this Agreement and the Equity Purchase Agreement.
Equity Escrow Agreement means that certain Escrow Agreement, dated as of the Closing Date, among the Preferred Equity Investors, the Parent, Amerigon Germany and the Escrow Agent in connection with the establishment and maintenance of the Equity Escrow Account and the release of proceeds therefrom to pay all or any portion of the consideration in connection with the Acquisition or Takeover Offer in accordance with the applicable Related Documents, or otherwise as permitted under Section 6.11, in form and substance reasonably satisfactory to the Administrative Agent.

Examples of Equity Escrow Agreement in a sentence

  • The Escrow Agent shall receive from the parties jointly the sum of $10,000 (representing $5,000 for its services rendered in connection with this agreement and $5,000 for its services related to the Cross Investment Equity Escrow Agreement), so long as the time spent in the performance of its duties hereunder does not exceed fifteen (15) hours.

  • In addition to restrictions on transfer imposed under federal and state securities laws, the Shares shall be held in escrow subject to the terms of the Cross Investment Equity Escrow Agreement and may not be sold or transferred until released from escrow.

  • The board of directors agreed that Guoda Drugstore and Sinopharm Holding Hubei sign the Equity Escrow Agreement, changing the original method of solving the horizontal competition of social retail pharmacy assets from acquisition to escrow, that is, from Guoda Drugstore purchasing 51% equity of Sinopharm Holding (Hubei) Hankou Pharmacy Co., Ltd.

  • If required pursuant to the terms and provisions of Section 7.2, the Richmond Equity Escrow Agreement, in the form attached hereto as Exhibit E, duly executed by the parties thereto.

  • Upon such deposit, Escrow Agent shall be relieved of all future responsibilities under this Shareholders' Equity Escrow Agreement.

  • The License Equity will held in escrow pursuant to the terms of the License Equity Escrow Agreement attached as Exhibit 2.

  • In addition to restrictions on transfer imposed under federal and state securities laws, the Shares shall be held in escrow subject to the terms of the License Equity Escrow Agreement and may not be sold or transferred until released from escrow.

  • The Asset Purchase Agreement provides that a portion of the Purchase Price shall be held in escrow in accordance with the terms and conditions of this Shareholders' Equity Escrow Agreement.

  • The Buyer shall not deliver any written instructions to the Equity Escrow Agent pursuant to the Equity Escrow Agreement instructing the Equity Escrow Agent to release the funds deposited into escrow under the Equity Escrow Agreement, other than in connection with Closing or the termination of this Agreement in accordance with the terms hereof, without the prior written consent of the Majority Sellers, which consent shall not be unreasonably withheld or delayed.

  • Escrow Agent shall in all cases be entitled to rely upon and be fully protected in acting or in refraining from acting under this Shareholders' Equity Escrow Agreement in accordance with any and all written notifications received by it in accordance with this Escrow Agreement.

Related to Equity 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.

  • 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.

  • Escrow Agreement means the escrow agreement entered into prior to the date hereof, by and among the Company, the Escrow Agent and the Placement Agent pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder.

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

  • Escrow Agreements means one or more of the agreements between the Company, the Partnership and one or more of the Performance Investors, dated as of the closing of the date of the initial public offering of the common stock of the General Partner, pursuant to which the Performance Investors have deposited their Performance Shares in escrow for possible transfer to the General Partner or the Partnership (as applicable).

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

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

  • 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.

  • Exchange Agent Agreement has the meaning set forth in Section 2.5(a).

  • Escrow and Paying Agent Agreement means, with respect to either Class of Certificates, the Escrow and Paying Agent Agreement pertaining to such Class dated as of the date hereof between the Escrow Agent, the Underwriters, the Trustee for such Class and the Paying Agent, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.

  • Escrow Fund means the escrow fund established pursuant to 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.

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

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

  • Reinvestment Agreement means a guaranteed reinvestment agreement from a bank, insurance company or other corporation or entity, in each case, at the date of such acquisition having a credit rating of at least A-1 from S&P and at least P-1 from Moody’s; provided that such agreement provides that it is terminable by the purchaser, without penalty, if the rating assigned to such agreement by either S&P or Xxxxx’x is at any time lower than such ratings.

  • Collateral Acquisition Agreements means each of the agreements entered into by the Issuer in relation to the purchase by the Issuer of Collateral Debt Obligations from time to time.

  • 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.

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

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

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

  • Escrow means any transaction in which any escrow property is delivered with or without transfer of legal or equitable title, or both, and irrespective of whether a debtor-creditor relationship is created, to a person not otherwise having any right, title or interest therein in connection with the sale, transfer, encumbrance or lease of real or personal property, to be delivered or redelivered by that person upon the contingent happening or non-happening of a specified event or performance or nonperformance of a prescribed act, when it is then to be delivered by such person to a grantee, grantor, promisee, promisor, obligee, obligor, bailee or bailor, or any designated agent or employee of any of them. Escrow includes subdivision trusts and account servicing.

  • Escrow Deposit Agreement means the agreement provided for in Section 4.02(a) of this Resolution.

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.