Escrow Adjustment definition

Escrow Adjustment. “Escrow Agent”, “Escrow Agreement” and “Escrow Fund” have the meanings set forth in Section 2.4.

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Escrow Adjustment means the total number of shares by which the number of shares of Optioned Stock has been reduced as compensation of the Company or its affiliates for Losses pursuant to Section 7.3(d)(i)(2) of the Acquisition Agreement.

Escrow Adjustment means the dollar amount resulting from the following formula: $333,750((A-70)/30) where "A" is the percentage (expressed as a number) of all outstanding shares of Company Common Stock held by persons who have signed a Release.

Examples of Escrow Adjustment in a sentence

• Such reimbursements shall be treated as an Uncontested Claim on a pro rata basis among the contributors to the Escrow Shares, for all services performed pursuant to the Merger Agreement and this Escrow Agreement; provided, however, that payment of any Escrow Adjustment shall take priority over payments to the Indemnification Representative, as provided herein.

• If the Reduced Purchase Consideration Adjustment is less than or equal to the Escrow Adjustment, if any, the Seller shall cause the Escrow Agent to release to the Buyer from the Escrow Fund, the amount of the Reduced Purchase Consideration Adjustment and the Buyer shall cause the Escrow Agent to release from the Escrow Fund to the Seller the amount by which the Escrow Adjustment, if any, exceeds the Reduced Purchase Consideration Adjustment.

• Any Escrow Adjustment pursuant to this Section 2.3(a) shall be satisfied by release of a number of Escrow Shares equal to the amount of such Claim divided by the Topaz Average Current Price for the last five (5) days of such thirty day period as certified to the Escrow Agent by Parent as described in Section 2.1. Upon satisfaction of the foregoing, the Escrow Agent, as directed in writing by Parent, and Parent shall promptly take all steps to release the final Escrow Adjustments.

• Such reimbursements shall be treated as an Uncontested Claim on a pro rata basis among the Holders (based on the percentages set forth on EXHIBIT 1.1), for all services performed pursuant to the Merger Agreement and this Escrow Agreement; PROVIDED, HOWEVER, that payment of any Escrow Adjustment shall take priority over payments to the Indemnification Representative, as provided herein.

• Each Escrow Adjustment to the Escrow Fund will be made by the release to Merilus USA of a portion of the Escrow Fund having an aggregate value equal to the Damages and any Prevailing Party Award, with the per share value of any Escrow Shares being equal, for all purposes under this Escrow Agreement, to the closing price of such Escrow Shares on the Closing Date (the "Merilus USA Stock Price").

• Parties have agreed that this Escrow Adjustment Amount will be held in escrow on the Escrow Account.

• Such reimbursements will be treated as an Uncontested Claim on a pro rata basis among the contributors to the Escrow Fund, for all services performed pursuant to the Reorganization Agreement and this Escrow Agreement; provided, however, that payment of any Escrow Adjustment will take priority over payments to the Holder, as provided herein.

• Each Escrow Adjustment to the Escrow Fund shall be made by the release to Buyer of a portion of the Escrow Fund having an aggregate value equal to the Damages and any Prevailing Party Award, with the per share value of any Escrow Shares being equal, for all purposes under this Escrow Agreement, to the closing price of such Escrow Shares on the Closing Date (the "BUYER STOCK PRICE").

• Such reimbursements shall be treated as an Uncontested Claim on a pro rata basis among the contributors to the Escrow Shares, for all services performed pursuant to the Merger Agreement and this Escrow Agreement; provided, however, that payment of any reasonable expenses under this Section 3.3 shall take priority over the payment of any Escrow Adjustment, as provided herein.

• Payment for any amount determined as provided below to be owing to Parent under such indemnity obligations under the Merger Agreement "Damages") and any award of attorneys' fees and charges owing to Parent ------- pursuant to Section 2.3(c)(iv) or 12.2 of this Agreement (a "Prevailing Party ---------------- Award") shall be made by the release of Escrow Shares to Parent (each such ----- payment, an "Escrow Adjustment"), by the Escrow Agent.

More Definitions of Escrow Adjustment

Escrow Adjustment shall represent the current accrual of amounts to be paid out of the 1997 Senior Notes Escrow Account as follows: (i) $4,842,000 for the 12-month period ended on the Fiscal Quarter ending September 30, 1997; (ii) $7,263,000, for the 12- month period ended on the Fiscal Quarter ending December 31, 1997; and (iii) $9,684,000 for the 12-month period ended on the Fiscal Quarter ending March 31, 1998 and each Fiscal Quarter end thereafter; provided, however, such adjustment shall be made only so long as a semi-annual disbursement representing the semi-annual interest due on $79.0 million aggregate principal amount of the 1997 Senior Notes is being paid out of the 1997 Senior Notes Escrow Account, pursuant to the 1997 Senior Notes Escrow Agreement.

Escrow Adjustment means that amount determined by multiplying (x) $400,000 less aggregate Annual Pro Forma Net Income (hereafter defined) represented by letters of intent (in substantially the form attached hereto as Exhibit 4.2(i)) to acquire the assets or all of the outstanding capital stock of, and enter into management services agreements with, eye care practices or ambulatory surgery centers that are binding on the Acquisition Targets (hereafter defined) to which the Corporation is a party on the tenth (10th) day prior to the Closing Date, that meet the Purchase Price Criteria (hereinafter defined) and which comply with Acquiror's financial, operational and legal due diligence standards (which the parties acknowledge includes an audit by an independent

Escrow Adjustment is defined in Section 2.6(2)(a)(i) of the Agreement;