Escrow Contribution definition

Escrow Contribution means the contribution of each Escrow Participant to the Escrow Fund, which contribution shall be proportionate to the amount of Closing Consideration received by such Escrow Participant relative to the amounts of Closing Consideration received by all Escrow Participants, in accordance with the Company’s Charter Documents.

Escrow Contribution has the meaning set forth in the Escrow Agreement.

Escrow Contribution means with respect to each Indemnifying Shareholder, that number of Buyer Shares equal to the amount set forth across such Indemnifying Shareholder’s name on Annex A under the column labeled “Escrow Share Contribution”, deposited with the Escrow Agent on behalf of such Indemnifying Shareholder on the Initial Closing Date.

Examples of Escrow Contribution in a sentence

• Notwithstanding any other provisions of this Agreement to the contrary, (i) each distribution of Closing Consideration payable to an Escrow Participant pursuant to this Section 1.6 shall be reduced by such Escrow Participant’s Escrow Contribution in accordance with Section 10.3(a) and (ii) Parent shall hold back and pay to the Escrow Agent each Escrow Participant’s Escrow Contribution of the Escrow Amount.

• Any Stockholder complying with the provisions of this Section 1.11 shall be deemed to have surrendered such lost, stolen or destroyed Company Stock Certificate for all purposes hereunder, including for purposes of receiving the consideration to which such Stockholder is entitled pursuant to Section 1.6 (less the Escrow Contribution to be deposited into the Escrow Fund with respect to such Stockholder).

• No portion of the Merger Consideration (including such holder’s Escrow Contribution, when payable) will be paid to the holder of any unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock formerly represented thereby or issuable thereunder until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate pursuant hereto.

More Definitions of Escrow Contribution

Escrow Contribution means such holder's proportionate interest in the Escrow Shares.

Escrow Contribution for each holder of Company Capital Stock, means a number of shares of APC Common Stock included in the Merger Consideration representing the Milestone Shares and the Withheld Shares, as set forth in the Allocation Spreadsheet. If such holder is a Milestone Stockholder, the portion of the Merger Consideration to be received by such Milestone Stockholder pursuant to this Section 1.5 shall be reduced by such Milestone Stockholder’s Milestone Shares. If such holder is an Indemnifying Stockholder, the portion of the Merger Consideration to be received by such Indemnifying Stockholder pursuant to this Section 1.5 shall be reduced by such Indemnifying Shareholder’s Pro Rata Share of the Withheld Shares. If any transfer of ownership of shares of Company Capital Stock has not been registered in the Company’s transfer records, then delivery may be made to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate is properly endorsed or is otherwise in proper form reasonably acceptable to APC and the Exchange Agent for transfer, and the Person requesting such transfer or payment shall pay any transfer or other Tax required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of APC that such Tax has been paid or is not applicable.

Escrow Contribution has the meaning set forth in Section 1.5(b).

Escrow Contribution for each holder of Company Capital Stock in such capacity, means an amount equal to (x) such holder’s Pro Rata Portion in such capacity multiplied by (y) the Closing Escrow Amount. “Representative Expense Fund Contribution”, for each holder of Company Capital Stock in such capacity, means an amount equal to (x) such holder’s Pro Rata Portion in such capacity multiplied by (y) the Representative Expense Fund. If any transfer of ownership of shares of Company Capital Stock has not been registered in the Company’s transfer records, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate is properly endorsed or is otherwise in proper form reasonably acceptable to the Payment Agent for transfer, and the Person requesting such transfer or payment shall pay any transfer or other Tax required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Other than interest earned on the cash that becomes part of the Escrow Fund, no interest shall be paid or will accrue on the cash payable to holders of Certificates in accordance with this ‎Article 1.

Escrow Contribution for each holder of record of a Certificate in respect of such Certificate has the meaning set forth in Section 1.5(b); for each holder of a Company Option in respect of such Company Option the meaning set forth in ‎Section 1.6(c); and for each holder of a Warrant in respect of such Warrant the meaning set forth in Section 1.7(c)(i).

Escrow Contribution means:

Escrow Contribution means the amount of cash to be contributed to the Escrow Funds pursuant to Section 3.12, which with respect to each Owner shall be such Owner’s pro rata portion of the Escrow Amount based upon the total cash consideration payable by the Company to the Owners pursuant to Section 3.4 and Section 3.5 prior to any deductions or offsets against such consideration.