Escrow Contributors definition

Escrow Contributors means the holders of Company Common Stock, Company Series A Preferred Stock, Company Series B Preferred Stock and Company Series C Preferred Stock on whose behalf any amounts have been or are required to be contributed to the Escrow Fund in accordance with Section 1.5 and 1.13 of the Agreement.
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Escrow Contributors means the Escrow Cash Contributors and the Escrow Share Contributors, collectively.
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Escrow Contributors has the meaning set forth in Section 2.7(b) of this Agreement.
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Examples of Escrow Contributors in a sentence

  • Subject to Section 9.10(d) and Section 10.1(g), upon the closing of a Qualified IPO, following receipt of written instructions from Parent and the Stockholders’ Representative as set forth in the Escrow Agreement, the Escrow Agent shall distribute 2/3 of the Escrow Shares and/or Escrow Cash to the Escrow Contributors in accordance with Section 8.1 of the Escrow Agreement.

  • Except pursuant to Section 12 below, the interests of the Escrow Contributors in the Escrow Account and in the Escrow Shares (along with any Escrow Cash) shall not be assignable or transferable, other than by operation of law.

  • Upon the distribution of the Escrow Shares and Escrow Cash pursuant to Section 8.1 or 8.2 to the Escrow Contributors, or pursuant to Section 11.4 to the Stockholders’ Representative or his designees, the security interests created pursuant to this Section 2.3 with respect to such Escrow Shares and Escrow Cash shall be automatically released and terminated.

  • The parties hereto agree that, for tax reporting purposes, all interest on or other income, if any, attributable to the Escrow Fund or any other amount held in escrow by the Escrow Agent pursuant to this Agreement shall be allocable to the Escrow Contributors in accordance with their percentage interests in the Escrow Fund set forth on Exhibit A-5.

  • Ordinary cash dividends payable in respect of the Escrow Shares will be paid by Parent directly to the applicable Escrow Contributors and not to the Escrow Agent.

  • This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of all of the parties hereto; provided, however, that any amendment executed and delivered by the Stockholders’ Representative shall be deemed to have been approved by and duly executed and delivered by all of the Escrow Contributors.

  • All fees and expenses of the Escrow Agent are described in Schedule 1 attached hereto and shall be paid one-half by the Buyer and one-half by the Sellers’ Representative (on behalf of the Escrow Contributors).

  • The Escrow Agreement and the Merger Agreement contemplate the release of 2/3 of the Escrow Shares and/or Escrow Cash to the Escrow Contributors upon the closing of a Qualified IPO and the release of any Escrow Shares and/or Escrow Cash remaining in the Escrow Fund on the Company Termination Date, subject in each case to specified exceptions.

  • The balance of the Stockholders’ Representative Escrow Amount held pursuant to this Section 11.1(d), if any, and any income earned thereon, shall be deposited into the Non-Appraisal Rights Escrow Fund and distributed to the Escrow Contributors as part of and on the same terms and conditions as the distribution of the Non-Appraisal Rights Escrow Fund, if any, at the end of the Non-Appraisal Rights Indemnification Claim Period.

  • Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Escrow Contributors.


More Definitions of Escrow Contributors

Escrow Contributors means the holders, as of the Effective Time, of Company Capital Stock, Company Warrants and Vested Company Stock Options.
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Escrow Contributors means the Company Stockholders immediately prior to the Effective Time.
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Escrow Contributors means Company Shareholders and holders of Vested Assumed Options.
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Related to Escrow Contributors

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • Escrow Deposit has the meaning set forth in Section 2.1.

  • Contributors has the meaning set forth in the Preamble.

  • 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.

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.

  • Indemnity Escrow Amount means $3,000,000.

  • Earnest Money Deposit (EMD) means the refundable amount to be submitted by the Bidder along with RFP documents to NMRC

  • Sellers’ Representative has the meaning set forth in the Preamble.

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

  • Escrow Holder means the bank or trust company designated as such pursuant to Section 9 hereof.

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

  • Escrow Cash is defined in Section 4.1(a).

  • 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.

  • Sellers has the meaning set forth in the preamble.

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Buyer Parties has the meaning set forth in the Preamble.

  • Seller has the meaning set forth in the Preamble.

  • Buyer has the meaning set forth in the preamble.

  • Seller Entities means the Seller and its affiliates other than the Buyer Entities;

  • 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.

  • Purchaser’s Representatives shall have the meaning ascribed to it in Section 6(a) herein.

  • First Closing has the meaning set forth in Section 2.1(a).

  • Escrow Agent means the entity designated to serve as escrow agent under the Escrow Agreement.

  • Deposit Escrow Agreement has the meaning set forth in Section 2.2.

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.