Escrow Allocation definition

Escrow Allocation means with respect to each of the U.S. Partnerships, and each of the Management Holders, the percentage of the Base Purchase Price to be received at Closing (subject to adjustments pursuant to Section 2.7(a)) pursuant to Section 2.2(b)(i)-(iii) by each of the foregoing Parties prior to giving effect to any reduction of such payments in respect of the Escrow Allocation Amount, which percentages shall sum to 100%.
Sample 1
Escrow Allocation means the product obtained by multiplying (i) a number equal to 20% of the Purchaser Shares issued pursuant to or in connection with the transactions contemplated by this Agreement by (ii) a fraction, (x) the numerator of which shall equal the Purchaser Shares issued to such Shareholder pursuant to Sections 2.03(b)(ii) and (iii) of this Agreement and (y) the denominator of which shall equal the total Purchaser Shares issued to all Shareholder pursuant to Sections 2.03(b)(ii) and (iii) of this Agreement.
Sample 1
Escrow Allocation means the following allocation of the Escrow Amount among the Privateer Stockholders (a) with respect to each Privateer Stockholder, a number of shares of Tilray Class 2 Common Stock equal to the product of (i) such Privateer Stockholder’s Pro Rata Portion, multiplied by (ii) the first one-half of the Escrow Amount (the “Stockholder Escrow Shares”) and (b) with respect to a Founder, a number of shares of Tilray Class 2 Common Stock equal to the product of (i) the applicable Founder Pro Rata Portion, multiplied by (ii) the remaining one-half of the Escrow Amount (the “Founder Escrow Shares”).
Sample 1

Examples of Escrow Allocation in a sentence

  • The Parent shall cause the Company Bonus Amounts minus the cash amount with respect to each Company Bonus Amount withheld and contributed to the Escrow Fund pursuant the Escrow Allocation Schedule to be paid by the Surviving Corporation through its payroll processor to Company Bonus Recipients as soon as practicable after the Effective Time.

  • The parties hereto acknowledge and agree that the Company will amend the Escrow Allocation Schedule as of the Effective Time to (i) reflect any actual adjustments and allocation of the Merger Consideration required by Section 3.5(a)(ii) or necessary in connection with the exercise of any options or warrants; and (ii) instruct the Escrow Agent as to the portion of the Payment Fund payable as of the Effective Time to each of the Securityholders.

  • The Company will amend the Escrow Allocation Schedule as of the Effective Time to reflect any actual adjustments to the Adjusted Purchase Price as required by, and in accordance with, this Agreement, it being understood that the maximum value of the shares of Parent Restricted Stock to be withheld and contributed to the Escrow Fund shall be no greater than 18.5% of the combined value of the cash and Parent Restricted Stock withheld and contributed by the Major Common Holders to the Escrow Fund.

  • The parties hereto acknowledge and agree that the Company will amend the Escrow Allocation Schedule as of the Effective Time to (i) reflect any actual adjustments and allocation of the Merger Consideration required by Section 3.5(a)(ii) or necessary in connection with the exercise of any options or warrants; and (ii) instruct the Escrow Agent as to the portion of the Indemnification Escrow Amount and the Working Capital Escrow Amount payable as of the Effective Time to each of the Securityholders.

  • The Hilbert spaces of the subsystems (Hk)can have different dimensions.

  • Each Securityholders’ percentage interest in the amounts deposited in the CUNA Escrow Account shall be set forth on the Escrow Allocation Schedule.

  • For construction projects that have non- funded portions that are necessary for achieving an operable project, the retention will be held until all necessary portions are completed.

  • To the extent any Post-Closing Operating Capital Adjustment is due to the Securityholders from Parent as provided for in Section 2.3, then such amount shall increase the Merger Consideration and shall be paid by Parent to the Securityholders in the relative percentages set forth on the Escrow Allocation Schedule.

  • Any amounts in the Indemnity Escrow Fund not so used shall be distributed to the Sellers based on such Seller’s Indemnity Escrow Allocation Percentage as set forth opposite such Sellers name on Annex D.

  • Subject to Section 3.7(d), Parent shall cause the Escrow Agent to distribute from the Escrow Fund in accordance with the Escrow Allocation Schedule within 45 days after the end of Parent’s fiscal years ending December 31, 2010 and December 31, 2011 and the interim period of June 30, 2012, an aggregate amount equal to the accrued but unpaid athenaCollector Bookings for such periods; provided, that such athenaCollector Bookings resulted in the actual implementation of athenaCollector.


More Definitions of Escrow Allocation

Escrow Allocation means an account awarded
Sample 1
Escrow Allocation means the following allocation of the Escrow Amount among the Privateer Stockholders (a) with respect to each Privateer Stockholder, a number of shares of Tilray Class 2 Common Stock equal to the product of (i) such Privateer Stockholder’s Pro Rata Portion, multiplied by (ii)
Sample 1
Escrow Allocation means with respect to any Stockholder an amount equal to the product of (1) the quotient obtained by dividing (A) the Series D Shares (on an as-converted-to-Company Common Stock basis) and shares of Company Common Stock held by such Stockholder immediately prior to the Effective Time, over (B) the Series D Shares (on an as-converted-to-Company Common Stock basis) and shares of Company Common Stock held by all Stockholders immediately prior to the Effective Time, multiplied by (2) the Escrow Amount.
Sample 1

Related to Escrow Allocation

  • Asset Allocation The following single issuer limits shall apply on a market value basis, with exception of Money-Market funds and US Treasury Bills, which may be held without limit:

  • Tax Allocations means the allocations set forth in paragraph 4 of Exhibit B.

  • Adjustment Escrow Amount means $1,000,000.

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

  • Final Allocation has the meaning set forth in Section 2.3.

  • 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.

  • Initial Allocation means the conditional setting aside by MBOH of HCs from a particular year’s federal LIHTC allocation to the state for purposes of later Carryover Commitment and/or Final Allocation to a particular Project, as documented by and subject to the requirements and conditions set forth in a written Reservation Agreement, the Applicable QAP and federal law.

  • 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.

  • 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.

  • Required Allocations means (a) any limitation imposed on any allocation of Net Losses or Net Termination Losses under Section 6.1(b) or 6.1(c)(ii) and (b) any allocation of an item of income, gain, loss or deduction pursuant to Section 6.1(d)(i), 6.1(d)(ii), 6.1(d)(iv), 6.1(d)(vii) or 6.1(d)(ix).

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • Taxable Allocation means, with respect to any Series, the allocation of any net capital gains or other income taxable for federal income tax purposes to a dividend paid in respect of such Series.

  • 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.

  • Wasteload allocation or "wasteload" or "WLA" means the portion of a receiving surface water's loading or assimilative capacity allocated to one of its existing or future point sources of pollution. WLAs are a type of water quality-based effluent limitation.

  • Agreed Allocation means any allocation, other than a Required Allocation, of an item of income, gain, loss or deduction pursuant to the provisions of Section 6.1, including a Curative Allocation (if appropriate to the context in which the term “Agreed Allocation” is used).

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Allocation has the meaning set forth in Section 3.3.

  • 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.

  • conditional allocation ’ means an allocation to a province or municipality from the national government’s share of revenue raised nationally, envisaged in section 214(1)(c) of the Constitution, as set out in Schedule 4, 5, 6 or 7;

  • 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.

  • Carryover Allocation means an Allocation made to the Project if the Project will not be Placed in Service by close of the calendar year of the Allocation.

  • Reais Allocation Date means, with respect of any Reais Transfer Date, the Business Day which is immediately prior to such Reais Transfer Date.

  • Expense Fund has the meaning set forth in Section 9.14(f).