Escrow and Exchange Agent definition

Escrow and Exchange Agent has the meaning set forth in Section 1.2(c).
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Examples of Escrow and Exchange Agent in a sentence

  • Pursuant to the Adjustment Escrow and Exchange Agent Agreement, at the Effective Time, the Exchange Agent will be appointed as exchange agent.

  • None of the Purchaser, the Escrow and Exchange Agent or the Surviving Corporation will be liable to any former holder of Company Capital Stock for any portion of the Merger Consideration delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

  • Notwithstanding any other provision of this Agreement, each of the Purchaser, the Company, the Escrow and Exchange Agent and the Stockholder Representative will have the right to withhold all Taxes from payments to be made by it hereunder (including without limitation any payments in connection with the Escrow Agreement and the Exchange Agent Agreement) if such withholding is required by law, and to collect Forms W-8 or W-9 or other forms from the Stockholders to the extent required by any applicable Law.

  • After the Effective Time, following receipt by the Escrow and Exchange Agent of the Closing Payment into the Exchange Fund, the Escrow and Exchange Agent will pay to the Securityholders the applicable portion of the Merger Consideration in accordance with Article 2 and other applicable provisions of this Agreement and the Exchange Agent Agreement.

  • The balance of the Holdback Fund will be paid and automatically released by the Escrow and Exchange Agent upon the date that is 12 months after the Closing Date (the “Holdback Release Date”) pursuant to, and in accordance with, this Agreement and the Escrow Agreement, to the Securityholders (to be distributed in accordance with the Final Merger Consideration Allocation Schedule).

  • The remaining amount of approximately $353 was received by Kforce for cer- tain claims as provided for under the Merger Agreement and the related Escrow and Exchange Agent Agreement.

Related to Escrow and Exchange Agent

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

  • Voting and Exchange Trust Agreement means the voting and exchange trust agreement to be made among Parent, CallCo, the Company and the Share Trustee in connection with the Plan of Arrangement substantially in the form of Exhibit D to the Transaction Agreement, as may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

  • Escrow and Paying Agent Agreement means, with respect to any Class, 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.

  • Exchange Agent has the meaning set forth in Section 3.02(a).

  • Escrow Agreement means the escrow agreement entered into prior to the date hereof, by and among the Company and the Escrow 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 Agent means the entity designated to serve as escrow agent under 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.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Closing Agent means the attorney, real estate firm, or closing company that is closing the cash sale qualifying purchase transaction and that prepares the cash sale settlement statement.

  • Cash Merger Consideration has the meaning set forth in Section 2.2(a).

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

  • 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.

  • Paying Agent Agreement shall have the meaning set forth in Section 3.2(a).

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Escrow Trustee means the bank or trust company designated by the Fiscal Officer in the Certificate of Award as the initial escrow agent with respect to the Refunded Bonds under the Escrow Agreement and until a successor Escrow Trustee shall have become such pursuant to the provisions of the Escrow Agreement and, thereafter, "Escrow Trustee" shall mean the successor Escrow Trustee.

  • Escrow Paying Agent Means the Person acting as paying agent under the Escrow Agreement.

  • Escrow End Date has the meaning specified in the Escrow Agreement.

  • Redemption and Paying Agent Agreement means, with respect to any Series, the Redemption and Paying Agent Agreement or other similarly titled agreement by and among the Redemption and Paying Agent for such Series and the Fund with respect to such Series.

  • Like-Kind Exchange means the exchange of a Replacement Vehicle for a Leased Vehicle in a manner so as to defer the recognition of taxable gain upon the disposition of such Leased Vehicle in accordance with and pursuant to Section 1031 of the Internal Revenue Code, as amended.

  • Merger Closing means the “Closing” as defined in the Merger Agreement.

  • Company Stock Certificate shall have the meaning set forth in Section 1.6.

  • Tender and Paying Agent Agreement means the amended and restated tender and paying agent agreement, dated as of March 15, 2019, by and between the Fund and the Tender and Paying Agent, as amended, modified or supplemented from time to time, or any similar agreement with a successor tender and paying agent.

  • Exchange Administration Agreement means the exchange administration agreement dated as of the Closing Date between Freddie Mac and the Exchange Administrator.