General Escrow Shares definition

General Escrow Shares has the meaning given in Clause 9.15;
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General Escrow Shares shall have the meaning set forth in Section 2.3(a) of this Agreement.
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General Escrow Shares has the meaning set forth in ss.2(b) below.
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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.

  • 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”).

  • 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.

  • 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.

  • 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.

  • In all questions arising under this Agreement with respect to the General Escrow Shares, General Escrow Cash, General Escrow Dividends and General Escrow Earnings, 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.

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  • Buyer shall have received an Escrow Agreement executed by Buyer, SunTrust Bank and the Representative, providing for the escrow of the General Escrow Shares, Cash Consideration Escrow and General Escrow Cash on the terms and conditions of the Escrow Agreement in a form that is mutually acceptable to Buyer and the Company.

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More Definitions of General Escrow Shares

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

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

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

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

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

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

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

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

  • 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.

  • Deposit Escrow Agreement has the meaning set forth in Section 2.2.

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

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

  • 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.

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

  • 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.

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

  • Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

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

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

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

  • Escrow means any transaction in which any escrow property is delivered with or without transfer of legal or equitable title, or both, and irrespective of whether a debtor-creditor relationship is created, to a person not otherwise having any right, title or interest therein in connection with the sale, transfer, encumbrance or lease of real or personal property, to be delivered or redelivered by that person upon the contingent happening or non-happening of a specified event or performance or nonperformance of a prescribed act, when it is then to be delivered by such person to a grantee, grantor, promisee, promisor, obligee, obligor, bailee or bailor, or any designated agent or employee of any of them. Escrow includes subdivision trusts and account servicing.

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

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

  • Holdback Shares has the meaning set forth in Section 2.5(b)(v).

  • 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 interest or other amounts earned thereon.

  • Working Capital Escrow Amount means $2,000,000.