Escrow Participant definition

Escrow Participant means each Person who holds Company Common Stock or Company Preferred Stock, in each case, as of immediately prior to the Effective Time.

Escrow Participant means Xxxxxxx Xx.

Escrow Participant means each Person who holds Ordinary Shares, Ordinary A Shares, Preferred A Shares, Preferred A-1 Shares, Preferred A-2 Shares, Preferred A-3 Shares, Preferred A-4 Shares, Preferred B Shares, Equity Awards, Ordinary Warrants or Preferred A-1 Warrants, in each case, that are vested as of immediately prior to the Effective Time.

Examples of Escrow Participant in a sentence

• It is intended that for U.S. federal income tax purposes that while the Indemnification Escrow Shares are held by the Escrow Agent, the Escrow Participant shall be treated as the owner of the Indemnification Escrow Shares, and to the extent required by Applicable Law, the Escrow Agent shall report in a manner consistent with such treatment.

• For Losses resulting from the matters described on Schedule 10.1(c), the Escrow Participant agrees to indemnify and hold harmless the Purchaser against, from and in respect of any and all such Losses, whether or not a breach of a representation, warranty, covenant or agreement in this Agreement or any of the Additional Agreements to which it is a party.

• Notwithstanding anything to the contrary in the other provisions of this Section 3.1, Purchaser shall withhold from the Purchaser Merger Shares otherwise issuable to the Escrow Participant pursuant to this Section 3.1 such number of Purchaser Class A Ordinary Shares as determined in accordance with Section 1.36.

• Any payments to Purchaser from the Indemnification Escrow Shares will be treated as a reduction in the number of Purchaser Ordinary Shares issued to the Escrow Participant for U.S. federal income tax purposes.

• At the times provided for in Section 10.3(d), the Indemnification Escrow Shares shall be distributed to the Escrow Participant.

More Definitions of Escrow Participant

Escrow Participant means any holder of Company Common Stock or a Cashed-Out Option with respect to whom or which Parent will be deemed to have contributed his, her or its Pro Rata Portion of the Escrow Amount and the Representative Reimbursement Amount to the Escrow Fund in accordance with Section 8.2, and such holder shall be deemed to be an Escrow Participant only with respect to such shares of Company Common Stock and/or such Cashed-Out Options, as the case may be.

Escrow Participant means each Holder.

Escrow Participant means each Non-Dissenting Stockholder and each holder of an In-the-Money Company Option that is unexercised and outstanding immediately prior to the Effective Time.

Escrow Participant shall have the meaning set forth in Section 2.7.1.1 of this Agreement.

Escrow Participant means John Abromavage, Tracey H. Graves Stevens, Peter T. Higgins, David J. Horvath, Mark E. Longworth, Kenneth A. Minihan, Steve Murray, Kevin M. Phillips, Vincent P. Romano, Richard A. Shaw, Andrew Snow, Lee A. Walker, Matthew A. Wilmoth.

Escrow Participant means (x) each Securityholder who is entitled to Merger Shares for his, her or its shares of Baxano capital stock pursuant to Section 2.5(c) and (y) each Noteholder who is entitled to Merger Shares for his, her or its Baxano Note pursuant to Section 2.4.

Escrow Participant shall have the meaning set forth in Section 1.7(a)(i).