Escrow Merger Consideration definition

Escrow Merger Consideration means any remaining portion of the escrowed funds not subject to claims and therefore released by the Escrow Agreement to the Effective Time Company Holders as provided by this Agreement and the Escrow Agreement.
Escrow Merger Consideration means (i) any remaining portion of the Escrow Fund after payment of all Losses of Parent and the Surviving Corporation pursuant to this Agreement, (ii) any remaining portion of the Adjustment Reserve Fund after payment of the Net Adjustment Amount, if required to be paid pursuant to Section 3.05(i), (iii) any remaining portion of the Securityholders’ Amount not subject to claims for costs and expenses incurred by the Securityholder Agent, in each case as provided by this Agreement and the Escrow Agreement and (iv) all interest accruing on funds deposited in the Escrow Fund.
Escrow Merger Consideration shall have the meaning set forth in Section 1.5(e).

Examples of Escrow Merger Consideration in a sentence

  • On the Closing Date, Patriot shall pay to the Escrow Agent, for immediate deposit into the Escrow Account, the Escrow Merger Consideration, by delivery of one or more certificates, duly endorsed in blank, representing that number of Patriot Common Shares comprising the Escrow Merger Consideration, calculated as set forth on Schedule 1B.

  • Any party hereto may at any time during normal business hours (with reasonable notice) inspect any records or reports relating to the Specific Performance Escrow Merger Consideration.

  • The General Escrow Merger Consideration and the Tax Escrow Merger Consideration shall be held by the Escrow Agent under the General Escrow Agreement and the Tax Escrow Agreement, respectively, pursuant to the terms thereof.

  • At the Closing, the Merger Consideration other than the Escrow Merger Consideration (the “Closing Merger Consideration”) shall be allocated and distributed to the holders of each Series of Preferred Stock of Crossflo.

  • The Escrow Merger Consideration shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreements.


More Definitions of Escrow Merger Consideration

Escrow Merger Consideration means the cash amount remaining in the Escrow Fund (including any remaining interest) after payment of (a) the Final Working Capital Shortfall pursuant to Section 3.05(b), if any, and (b) all indemnification claims for Losses of Acquiror pursuant to this Agreement.
Escrow Merger Consideration means (a) any remaining portion of the Escrow Fund after payment of all Losses of the Parent Indemnitees pursuant to this Agreement, (b) any remaining portion of the Shareholders’ Amount not subject to claims for costs and expenses incurred by the Shareholder Agent and (c) all interest accruing on funds deposited in the Escrow Fund, in each case as provided by this Agreement and the Escrow Agreement.

Related to Escrow Merger Consideration