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 means for each Shareholder, such Shareholder’s Pro Rata Portion of the Escrow Amounts.
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
The Escrow Agent hereby acknowledges receipt of such deposits and accepts delivery of the Escrow Contribution.
If the Escrow Agent has not received the Closing Distribution Notice or Termination Distribution Notice on or before November 30, 2003, the Escrow Agent shall promptly disburse all amounts in the Escrow Fund to Lender and to Bayview pro rata based on the percentage of the Escrow Contribution contributed by each.
On the date hereof, Lender and Bayview have deposited the Escrow Contribution with the Escrow Agent.
On receipt of a notice jointly executed by J&J Health and HFC stating that the Asset Purchase Agreement has been terminated (the "Termination Distribution Notice"), the Escrow Agent shall promptly disburse all amounts in the Escrow Fund to Lender and to Bayview pro rata based on the percentage of the Escrow Contribution contributed by each.
The amount of Merger Consideration to be received in accordance with the preceding sentence will be reduced by such holder’s Unit General Escrow Contribution and Unit Representative Fund Contribution, per Section 1.4.
More Definitions of Escrow Contribution
Escrow Contribution means:
(i) for each Preferred Holder, an aggregate contribution to the Escrow Fund having a value equal to 15% of the portion of the Initial Merger Consideration such Preferred Holder is entitled to receive pursuant to Section 2.7(d) hereof in exchange for all such holder’s shares of Company Series A Preferred Stock, which aggregate contribution shall be comprised of (A) the number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to 15% of the total number of shares of Parent Common Stock comprising such Preferred Holder’s portion of the Initial Merger Consideration and (B) cash equal to the balance of such Preferred Holder’s aggregate contribution;
(ii) for each Minority Common Holder, an aggregate contribution to the Escrow Fund having a value equal to 10% of the portion of the Initial Merger Consideration such Minority Common Holder is entitled to receive pursuant to Section 2.7(d) hereof in exchange for all such holder’s shares of Company Common Stock, which aggregate contribution shall be comprised of (A) the number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to 10% of the total number of shares of Parent Common Stock comprising such Minority Common Holder’s portion of the Initial Merger Consideration and (B) cash equal to the balance of such Minority Common Holder’s aggregate contribution; and
(iii) for each Majority Common Holder, an aggregate contribution to the Escrow Fund having a value equal to his Majority Common Holder Pro Rata Portion of the Escrow Shortfall, which aggregate contribution shall be comprised of shares of Parent Common Stock (rounded down to the nearest whole share) and cash in the same proportion as the value of the shares of Parent Common Stock, on the one hand, and cash, on the other hand, comprising the portion of the Initial Merger Consideration such Majority Common Holder is entitled to receive pursuant to Section 2.7(d) hereof in exchange for all such holder’s shares of Company Common Stock bears to the total value of such portion of the Initial Merger Consideration.
Escrow Contribution means such holder's proportionate interest in the Escrow Shares.
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.
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 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).