Escrow Share definition

Escrow Share has the meaning set forth in Section 3.2.
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Escrow Share means, with respect to each Seller, a fraction, expressed as a percentage, equal to (i) such Seller’s Closing Gross Proceeds, divided by (ii) the Closing Gross Proceeds of all Sellers.
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Escrow Share shall have the meaning set forth on Schedule 2.03.
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Examples of Escrow Share in a sentence

  • In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share.

  • For purposes of the preceding sentence, each Escrow Share delivered by a party in payment of his or its obligations under this Article VI shall be valued at the Value.

  • Such resignation shall become effective at such time that the Escrow Agent shall turn over to a successor escrow agent appointed by the Company, the Escrow Share held hereunder.

  • With respect to any indemnification payment, the value of each Escrow Share or any other share of Purchaser Common Stock for purposes of determining the indemnification payment shall be the Purchaser Share Price on the date that the indemnification claim is finally determined in accordance with this Article VI.

  • With respect to any indemnification payment that includes Escrow Shares, the value of each Escrow Share for purposes of determining the indemnification payment shall be the Purchaser Share Price on the date that the indemnification claim is finally determined in accordance with this ARTICLE X.

  • With respect to any indemnification payment that includes Escrow Shares, the value of each Escrow Share for purposes of determining the indemnification payment shall be the Purchaser Share Price on the date that the indemnification claim is finally determined in accordance with this Article VII.

  • The Escrow Share Amount and the Escrow Cash Amount shall be held by the Escrow Agent in accordance with the terms of the Escrow Agreement.

  • In such event, the Escrow Agent shall promptly release from the Escrow Fund an aggregate number of Escrow Shares (with each Escrow Share being valued at the Parent Signing Price for purposes of satisfying any such claims) equal to the Losses set forth in such Indemnification Claim Notice.

  • During: (A) the Escrow Share Period, no Common Holder shall pledge or grant a security interest in his or its Escrow Shares or grant a security interest in his or its rights under this Agreement; and (B) the Escrow Warrant Period, no Warrant Holder shall pledge or grant a security interest in his or its Escrow Warrants or grant a security interest in his or its rights under this Agreement.

  • In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded down to the nearest whole Escrow Share.


More Definitions of Escrow Share

Escrow Share shall, for each outstanding share of Company Common Stock, be the number, expressed as a decimal, obtained by dividing the Payment Per Common Share for such share of Company Common Stock by the amount of the Total Payment, and for each outstanding share of Company Preferred Stock, be the number, expressed as a decimal, obtained by dividing the Payment Per Preferred Share for such share of Company Preferred Stock by the amount of the Total Payment.
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Escrow Share means the $0.00001 par value Common stock issuable by Novelos upon conversion of the Preferred Stock.
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Related to Escrow Share

  • Escrow Shares shall be deemed to include the Non-Cash Dividends distributed thereon, if any.

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

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

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

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

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.

  • Escrowed Shares has the meaning set forth in Section 2.4.

  • Holdback has the meaning set forth in Section 4.1(d)(i).

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

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

  • 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.

  • Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Escrow Property means the Escrow Funds and the Certificates delivered to the Escrow Agent as contemplated by Section 1(c) hereof.

  • Expense Fund has the meaning set forth in Section 10.20(d).

  • Aggregate Stock Consideration is defined in Section 2.05C.

  • Escrow Period shall begin with the commencement of the Offering and shall terminate upon the earlier to occur of the following dates: (i) The date upon which Escrow Agent confirms that it has received in the Escrow Account all of the proceeds of the sale of the Convertible Debentures; (ii) The expiration of twenty (20) days from the date of commencement of the Offering (unless extended by mutual written agreement between the Company and the Investor(s) with a copy of such extension to Escrow Agent); or (iii) The date upon which a determination is made by the Company and the Investor(s) to terminate the Offering prior to the sale of all the Convertible Debentures. During the Escrow Period, the Company and the Investor(s) are aware that they are not entitled to any funds received into escrow and no amounts deposited in the Escrow Account shall become the property of the Company or the Investor(s) or any other entity, or be subject to the debts of the Company or the Investor(s) or any other entity.

  • 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.

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Adjustment Escrow Amount means $2,000,000.

  • Allocated Share for any month means that percentage of CMISC Reimbursable Out-of-Pocket Expenses which would be allocated to a Fund for such month in accordance with the methodology described below under the heading “Methodology of Allocating CMISC Reimbursable Out-of-Pocket Expenses.”

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

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • 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.

  • Escrowed Property has the meaning set forth in the Escrow Agreement.

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Most Referenced Definitions