Escrow Distributions definition

Escrow Distributions means payments, if and to the extent made, which are made out of the Escrow Fund for distribution to the former Stockholders of the Company; provided, however, that if any Dissenting Common Shares or any Dissenting Preferred Shares receive payments pursuant to the Appraisal Laws, as defined below, Purchaser shall be entitled to receive that portion of the distributions from the Escrow Fund which such Shares would have received had they not become Dissenting Common Shares or Dissenting Preferred Shares.
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Escrow Distributions means any amounts distributed to Promptus pursuant to the NAC Escrow Agreement, net of any legal fees, Indemnity Claims or Appraisal Claims incurred by Promptus in connection with disputing any claims asserted by VideoServer or VSVR Acquisition under the NAC Escrow Agreement which are in excess of such amounts as reflected in the calculation of the Actual Liabilities Adjustment pursuant to Section 2.02(b)(ii) hereof.
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Escrow Distributions. Section 11.3(a)
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Examples of Escrow Distributions in a sentence

  • In the event that all of the Aggregate Escrow Distributions are not made pursuant to Section 2.3(b) by the Escrow Expiration Date (as it may be extended), the Escrow Agent shall return Escrow Shares to WMI for cancellation.

  • If on [INSERT DATE 18 MONTHS FROM THE EFFECTIVE TIME OF MERGER] Parent has no then pending Claim and Parent has not given notice to the Escrow Agent directing the Escrow Agent not to distribute the Escrow Shares and the Escrow Distributions, the parties agree that the Escrow Agent shall distribute all of the then remaining Escrow Shares and Escrow Distributions to the Exchange Agent for distribution to the Stockholders.

  • Consistent with the foregoing, to the extent there are any Escrow Distributions, the amounts which would otherwise have been paid to such dissenting Stockholders had they not exercised their rights under the Appraisal Laws, shall be paid to Purchaser.

  • Following the Closing, any payments (including Escrow Distributions, payments of any Final Adjustment Surplus and any Earnout Payment) to be made to the Securityholders shall be made to the Representative for the benefit of the Securityholders.

  • Upon such surrender and exchange of such Company Common Stock Certificates there shall be paid to the record holders thereof the Common Cash Conversion Amount for the shares of Company Common Stock, except that the amounts of any Escrow Distribution shall be paid when, if and to the extent that Escrow Distributions are made.

  • Upon such surrender and exchange of such Company Common Stock Certificates there shall be paid to the record holders thereof the Common Cash Conversion Amount for the shares of Company Common Stock, except that the amounts of any Escrow Distribution shall be paid when and if to the extent that Escrow Distributions are made.

  • As security for the payment of the Net Stock Proceeds and the Escrow Distributions, Promptus shall pledge to GTI its interest in 72.1267% of (i) the shares of VideoServer Common Stock held by it (excluding shares of VideoServer Common Stock subject to the NAC Escrow Agreement) pursuant to the terms of a stock pledge agreement in the form of Exhibit B attached hereto and (ii) Promptus' interest in the Escrow Distributions pursuant to the terms of a pledge agreement in the form of Exhibit C attached hereto.

  • Seller shall be treated for Tax purposes as the owner of the Indemnity Escrow Shares and shall be subject to Tax on all interest and earnings earned in connection with the Indemnity Escrow Shares, and the Escrow Agreement shall provide that at the time any such Taxes are due, the Escrow Agent shall release to Seller an amount of the Indemnity Escrow Shares or Escrow Distributions from the Escrow Account, pursuant to the Escrow Agreement, sufficient to allow Seller to pay such Taxes.

  • Notwithstanding the foregoing, any Escrow Distributions that are to be distributed to the Stockholders under the terms of the Escrow Agreement shall be made by the Escrow Agent in lieu of Parent in accordance with the Escrow Agreement, and the Representative shall provide the Escrow Agent with a written instruction specifying each Stockholder’s Distribution Percentage or specific amount.

  • Escrow Distributions to holders of the Allowed LoC Bank Group Claim will be deposited into the New TAC Bank Escrow established by New TAC and held in trust until an LoC Claim Date.


More Definitions of Escrow Distributions

Escrow Distributions shall have the meaning assigned to such term in the recitals.
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Escrow Distributions has the meaning set forth in Section 2.7(a).
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Related to Escrow Distributions

  • Final Distributions means, with respect to the Certificates of any Trust on any Distribution Date, the sum of (x) the aggregate amount of all accrued and unpaid interest on such Certificates (excluding interest, if any, payable with respect to the Deposits relating to such Trust) and (y) the Pool Balance of such Certificates as of the immediately preceding Distribution Date (less the amount of the Deposits for such Class of Certificates as of such preceding Distribution Date other than any portion of such Deposits thereafter used to acquire Equipment Notes pursuant to the Note Purchase Agreement). For purposes of calculating Final Distributions with respect to the Certificates of any Trust, any Premium paid on the Equipment Notes held in such Trust which has not been distributed to the Certificateholders of such Trust (other than such Premium or a portion thereof applied to the payment of interest on the Certificates of such Trust or the reduction of the Pool Balance of such Trust) shall be added to the amount of such Final Distributions.

  • Cash Distributions means dividends, interest and other distributions and payments (including proceeds of liquidation, sale or other disposition) made or received in cash upon or with respect to any Collateral.

  • Tax Distributions has the meaning set forth in Section 4.01(b)(i).

  • Distributions means amounts payable in respect of the Trust Securities as provided in Section 4.1.

  • Expected Distributions means, with respect to the Certificates of any Trust on any Current Distribution Date, the difference between (A) the Pool Balance of such Certificates as of the immediately preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date, the original aggregate face amount of the Certificates of such Trust) and (B) the Pool Balance of such Certificates as of the Current Distribution Date calculated on the basis that (i) the principal of the Non-Performing Equipment Notes held in such Trust has been paid in full and such payments have been distributed to the holders of such Certificates, (ii) the principal of the Performing Equipment Notes held in such Trust has been paid when due (without giving effect to any Acceleration of Performing Equipment Notes) and such payments have been distributed to the holders of such Certificates and (iii) the principal of any Equipment Notes formerly held in such Trust that have been sold pursuant to the terms hereof has been paid in full and such payments have been distributed to the holders of such Certificates, but without giving effect to any reduction in the Pool Balance as a result of any distribution attributable to Deposits occurring after the immediately preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date, occurring after the initial issuance of the Certificates of such Trust). For purposes of calculating Expected Distributions with respect to the Certificates of any Trust, any Premium paid on the Equipment Notes held in such Trust which has not been distributed to the Certificateholders of such Trust (other than such Premium or a portion thereof applied to the payment of interest on the Certificates of such Trust or the reduction of the Pool Balance of such Trust) shall be added to the amount of such Expected Distributions.

  • Initial Distribution means the distribution made to holders of Allowed Class C-4 Claims on the Distribution Date.

  • Class IO Distribution Amount As defined in Section 5.07(f) hereof. For purposes of clarity, the Class IO Distribution Amount for any Distribution Date shall equal the amount payable to the Supplemental Interest Trust on such Distribution Date in excess of the amount payable on the Class IO Interest on such Distribution Date, all as further provided in Section 5.07(f) hereof.

  • Income Distribution shall be calculated as set forth in subparagraph (A), below, unless the Prospectus provides for the averaging of income distributions, in which case, "Income Distribution" shall be shall be calculated as set forth in subparagraph (B), below. Accordingly, the Unitholder's "Income Distribution" shall be equal to:

  • After-Tax Contributions means amounts withheld from an Employee’s Compensation pursuant to a Salary Reduction Agreement after all applicable state and federal taxes have been deducted. Such amounts are withheld for purposes of purchasing one or more of the Benefit Package Options available under the Plan.

  • Residual Distribution Amount For any Distribution Date, with respect to the Class R-1 Residual Interest, any portion of the REMIC I Available Distribution Amount for Loan Group 1 and Loan Group 2 remaining after all distributions of the REMIC I Available Distribution Amount pursuant to clauses (a), (b) and (c) (other than the last subclause of clause (c)) of the definition of “REMIC I Distribution Amount”. For any Distribution Date, with respect to the Class R-2 Residual Interest, any portion of the REMIC II Available Distribution Amount remaining after all distributions of the REMIC II Available Distribution Amount pursuant to the definition of “REMIC II Distribution Amount” (other than the distribution pursuant to the last clause thereof). For any Distribution Date, with respect to the Class R-3 Residual Interest and for Loan Group 1 and Loan Group 2, any portion of the REMIC III Available Distribution Amount for Loan Group 1 and Loan Group 2, respectively, remaining after all distributions of such REMIC III Available Distribution Amount pursuant to clauses (I)(A), (I)(B), (I)(C), (II)(A) and (II)(B), as applicable, of the definition of “REMIC III Distribution Amount” (other than the distributions pursuant to the last subclause of clauses (I)(C), (II)(A) and (II)(B)). Upon termination of the obligations created by this Agreement and liquidation of REMIC I, REMIC II and REMIC III, the amounts which remain on deposit in the Certificate Account after payment to the Holders of the REMIC III Regular Interests of the amounts set forth in Section 9.01 of this Agreement, and subject to the conditions set forth therein, shall be distributed to the Class R-1, Class R-2 and Class R-3 Residual Interests in accordance with the preceding sentences of this definition as if the date of such distribution were a Distribution Date.

  • Class Final Distribution Date means, as applicable, the Class A-1 Final Distribution Date, the Class A-2a Final Distribution Date, the Class A-2b Final Distribution Date, the Class A-3 Final Distribution Date, the Class A-4 Final Distribution Date, the Class B Final Distribution Date, the Class C Final Distribution Date or the Class D Final Distribution Date, as the context requires.

  • Pool Distribution Amount As to any Distribution Date and Loan Group, the excess of (a) the sum of (i) the aggregate of (A) the interest portion of any Monthly Payment on a Mortgage Loan in such Loan Group (net of the Servicing Fee) and the principal portion of any Monthly Payment on a Mortgage Loan in such Loan Group due on the Due Date in the month in which such Distribution Date occurs and which is received prior to the related Determination Date (or in the case of any Monthly Covered Amount, the related Remittance Date) and (B) all Periodic Advances and payments of Compensating Interest made by the Servicer in respect of such Loan Group and Distribution Date deposited to the Servicer Custodial Account pursuant to Section 3.08(b)(vii); (ii) all Liquidation Proceeds received on the Mortgage Loans in such Loan Group during the preceding calendar month and deposited to the Servicer Custodial Account pursuant to Section 3.08(b)(iii); (iii) all Principal Prepayments (other than Total Covered Amounts) received on the Mortgage Loans in such Loan Group during the month preceding the month of such Distribution Date and deposited to the Servicer Custodial Account pursuant to Section 3.08(b)(i) during such period and all Total Covered Amounts received and deposited in the Servicer Custodial Account by the related Remittance Date; (iv) in connection with Defective Mortgage Loans in such Loan Group or Converted Mortgage Loans, as applicable, the aggregate of the Repurchase Prices and Substitution Adjustment Amounts deposited on the related Remittance Date pursuant to Section 3.08(b)(vi); (v) any other amounts in the Servicer Custodial Account deposited therein pursuant to Sections 3.08(b)(iv), (v) and (ix) in respect of such Distribution Date and such Loan Group; (vi) any Reimbursement Amount required to be included pursuant to Section 5.02(a) and (vii) any Recovery with respect to such Distribution Date over (b) any (i) amounts permitted to be withdrawn from the Servicer Custodial Account pursuant to clauses (i) through (vii), inclusive, of Section 3.11(a) in respect of such Loan Group and (ii) amounts permitted to be withdrawn from the Certificate Account pursuant to clauses (i) and (ii) of Section 3.11(b) in respect of such Loan Group.

  • REMIC I Distribution Amount For any Distribution Date, the REMIC I Available Distribution Amount shall be distributed to the REMIC I Regular Interests and the Class R-1 Residual Interest in the following amounts and priority:

  • Main Distribution Frame (MDF) is termination frame for outside facility and inter-exchange office equipment at the central office for DS-0 and DSL services.

  • Capital Distribution means, with respect to any Person, a payment made, liability incurred or other consideration given for the purchase, acquisition, repurchase, redemption or retirement of any Equity Interest of such Person or as a dividend, return of capital or other distribution in respect of any of such Person’s Equity Interests.

  • Class B Final Distribution Date means the August 16, 2021 Distribution Date.

  • Interim Distribution Date means the date as soon as reasonably practicable after the Plan Implementation Date;

  • Class B-6 Distribution Amount As to any Distribution Date, any amount distributable to the Holders of the Class B-6 Certificates pursuant to Paragraphs twentieth, twenty-first and twenty-second of Section 4.01(a).

  • Class C Final Distribution Date means the October 15, 2021 Distribution Date.

  • Initial Distribution Date means the date occurring as soon as reasonably practicable after the Effective Date when distributions under the Plan shall commence.

  • Final Distribution means any distribution made in redemption of all or a portion of the Up-MACRO Holding Shares pursuant to Section 5.2(a) or 5.2(c) on the Final Scheduled Termination Date, an Early Termination Date or a Redemption Date.

  • Monthly Distribution Date means the "Distribution Dates" set forth under "Summary of Essential Financial Information--Estimated Distributions" in the Prospectus Part I for a Trust.

  • Certificate Distribution Amount means, as of any Payment Date, the amount being distributed to the Trust Certificateholders on such Payment Date.

  • Final Distribution Date The Distribution Date on which the final distribution in respect of the Certificates is made pursuant to Section 9.01.

  • Class B-5 Distribution Amount As to any Distribution Date, any amount distributable to the Holders of the Class B-5 Certificates pursuant to Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a).