General Escrow Shares definition

General Escrow Shares has the meaning given in Clause 9.15;

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General Escrow Shares means the number of shares of Acquiror Common Stock equal to 10% of the Initial Stock Consideration.

General Escrow Shares means an aggregate number of shares of Acquirer Common Stock (rounded up to the nearest whole share) equal to the product obtained by multiplying (i) the General Escrow Percentage by (ii) the Total Stock Consideration.

Examples of General Escrow Shares in a sentence

If the number of General Escrow Shares to be distributed to any Company shareholder is not evenly divisible by one, Buyer shall round to the nearest whole number.
Any dividends or distributions payable in shares of Parent Common Stock or other equity securities or issued upon a stock split made in respect of any General Escrow Shares shall be considered General Escrow Shares hereunder.
In all questions arising under this Agreement with respect to the General Escrow Shares or General Escrow Dividends, the Escrow Agent may rely on the advice of counsel, and the Escrow Agent will not be liable to anyone for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice, except for the Escrow Agent’s own willful misconduct or gross negligence.
The Escrow Agent shall hold in one subaccount the Reddy Escrow Shares and any dividends or distributions thereon (the “Reddy Sub-account”) and shall hold in a separate sub-account the General Escrow Shares and any dividends or distribution thereon (the “General Sub-account”).
Buyer need not forward proxy information, annual or other reports or other information with respect to the General Escrow Shares to the Company Shareholders to the extent such documents or materials are otherwise furnished by Buyer with respect to other shares of Buyer Common Stock distributed to such holders pursuant to this Agreement.
Any dividends or distributions payable in shares of Buyer Common Stock or other equity securities or issued upon a stock split made in respect of any General Escrow Shares shall be considered General Escrow Shares hereunder.
The payment of any General Escrow Shares in satisfaction of any indemnification obligations under Article 12 shall be made, with respect to each Effective Time Holder, first with Vested Acquiror Shares and then, if such shares are insufficient to satisfy such indemnification obligation and only to the extent of such insufficiency, shall such payment be made with Unvested Acquiror Shares.
Acquiror shall exercise reasonable care in holding and safeguarding the General Escrow Shares and General Escrow Dividends.
Except to the extent of such Parent Indemnity Claims which have been made and have been determined to be valid or not yet determined to be invalid pursuant to Article IX hereof, the General Escrow Shares to be delivered to Company Stockholders on or after the General Escrow End Date shall be delivered in the name of such Company Stockholders.
The decision of the trial court as to the validity and amount of any claim in such Notice of Claim shall be nonappealable, binding and conclusive upon the parties to this Agreement and Acquiror shall be entitled to act in accordance with such decision and make or withhold payments of General Escrow Shares, General Escrow Cash, IP Escrow Shares, IP Escrow Cash, First Booking Earnout or Subsequent Booking Earnouts in accordance therewith and herewith.

More Definitions of General Escrow Shares

General Escrow Shares shall have the meaning set forth in Section 2.3(a) of this Agreement.

General Escrow Shares has the meaning set forth in ss.2(b) below.

General Escrow Shares means such number of ordinary registered shares in the Parent which represent 12.5% of those ordinary registered shares in the Parent, including shares of the Parent reserved for issuance or transfer pursuant to any outstanding warrants, stock options or unit options, which constitute the Merger Consideration to which the Shareholder is entitled.

General Escrow Shares means: (i) if the Closing Price is greater than $0.37, that number of shares of Buyer Common Stock equal to the product of (x) Four Million (4,000,000) and (y) that number determined by dividing $0.37 by the Closing Price; (ii) if the Closing Price is greater than $0.18 but less than or equal to $0.37, that number of shares of Buyer Common Stock equal to the difference between (x) Ten Million (10,000,000) and (y) the product of (A) Six Million (6,000,000) and (B) that number equal to $0.30 divided by the Closing Price; or (iii) if the Closing Price is equal to or less than $0.18, Zero shares of Buyer Common Stock.

General Escrow Shares means the Primary Escrow Shares and the Additional Escrow Shares.