Escrow Equity definition
Examples of Escrow Equity in a sentence
On or prior to the Closing Date, the Escrow Equity Commitment will have been duly authorized by the Issuer and, when executed and delivered by each of the parties thereto, will constitute valid and legally binding obligations of the Issuer, enforceable against the Issuer in accordance with its terms, subject, as to enforcement, to the Enforceability Exceptions.
With respect to each Escrow Equity Holder, each such Escrow Equity Holder’s Pro Rata Share of the Escrow Amount and Pro Rata Share of the SR Expense Fund shall be transferred by Parent to the Escrow Agent and the Stockholders’ Representative, respectively, in the amounts set forth on the Payout Spreadsheet (such amounts, as to each such Escrow Equity Holder, are sometimes referred to herein as the “Escrow Share” and the “SR Expense Fund Share”).
Once a final determination is made as to whether Parent is entitled to recover Losses in connection with such pending claim, the portion of the Contingent Cash Escrow Amount or the Parent Escrow Equity Holdback Amount, as the case may be, initially not distributed or retained shall be allocated to Parent based on the proportion that the finally determined Losses bear to the amount of the pending claim as of the Survival Date, and the remainder (if any) shall be allocated to the Principal Shareholders.
Notwithstanding paragraphs (3) and (4) above, a portion of the Contingent Cash Escrow Amount or the Parent Escrow Equity Holdback Amount, as the case may be, shall initially not be distributed to the Escrow Agent or permanently retained by Parent, as the case may be.
For tax purposes, the SR Expense Fund will be treated as having been received and voluntarily set aside by the Escrow Equity Holders at the time of Closing.
Notwithstanding anything contained in the Transaction Documents to the contrary, the Escrow Equity Holders shall not be obligated to indemnify, defend or hold harmless any Parent Indemnitee with respect to any Damages from any Claim or Claims under Section 8.3(a) until the aggregate Damages from all Claims exceed $13,500,000 and then only with respect to the amount of Damages in excess of that amount.
Such portion not so initially distributed or retained shall equal the Contingent Cash Escrow Amount or the Parent Escrow Equity Holdback Amount, as the case may be, multiplied by (x) the number of shares of Parent Common Stock retained in the Escrow Fund or liquidated as provided above to be held in reserve in connection with any pending claim, divided by (y) the total number of shares of Parent Common Stock in the Escrow Fund on the Survival Date.
The portion of any Transfer Taxes payable by the Escrow Equity Holders shall be paid by an appropriate adjustment to the Final Cash Merger Consideration in connection with the calculation of the Estimated Cash Merger Consideration at the Closing or the Final Cash Merger Consideration after the Closing or, if the amount cannot be determined at such time, by an appropriate payment from the Escrow Fund.
The Surviving Corporation and the Stockholders’ Representative, on behalf of the Escrow Equity Holders, shall each pay their own costs and expenses incurred under this Section 1.9(d).
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