IP Escrow Amount definition

IP Escrow Amount means an amount set forth in Section 8.14 of the Disclosure Schedules.
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IP Escrow Amount means $750,000.
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IP Escrow Amount means (i) the number of shares of Parent Common Stock obtained by multiplying (x) the aggregate number of shares of Parent Common Stock issuable by Parent at the Effective Time to holders of Company Capital Stock in accordance with Section 1.6(a) by (y) 0.05.
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Examples of IP Escrow Amount in a sentence

  • For purpose of clarity, at the expiration of the Escrow Period relating to the General Escrow Amount, only such remaining portion of the Escrow Fund which relates to the General Escrow Amount shall be available for distribution to the Company's shareholders, while the portion of the Escrow Fund which relates to the IP Escrow Amount shall remain in the escrow.

  • On the latter model, the design question shifts to the optimal level of enforcement.

  • Subject to the terms and conditions hereof, the IP Escrow Amount shall be available to compensate Parent and its officers, directors, employees, agents, Affiliates and Associates (the "Parent Indemnitees") for any and all payments and disbursements made by any of the Parent Indemnitees (including attorneys' fees and other expenses of litigation, and amounts paid in settlement), directly or indirectly, as a result of IP Claims ("IP Losses").

  • At the Closing, (a) Buyer shall pay to Sellers cash by wire transfer of immediately available funds in an amount equal to (i) the Cash Consideration minus (ii) the Deposit minus (iii) the GoB Escrow Amount minus (iv) the IP Escrow Amount and (b) Sellers shall direct the Deposit Escrow Agent to indefeasibly transfer the Deposit to an account designated by Sellers.

  • In the event that the IP Condition has not been satisfied prior to September 30, 2023 then, within three Business Days following September 30, 2023, Buyer and BBBY shall deliver Joint Instructions to the Escrow Agent instructing the Escrow Agent to release, within three Business Days following such instruction, the IP Escrow Amount to Buyer.

  • Parent may at any time prior to the first release of any portion of the General Escrow Amount to the Company shareholders determine whether a claim which it may make against either the General Escrow Amount or the IP Escrow Amount shall be settled from the General Escrow Amount or the IP Escrow Amount and, if previously settled from one of the escrow amounts, may prior to such release cause a reallocation between the escrow amounts to reflect such determination.


More Definitions of IP Escrow Amount

IP Escrow Amount means the sum of (a) the number of shares of Parent Common Stock obtained by multiplying (i) the aggregate number of shares of Parent Common Stock issuable by Parent at the Effective Time to (A) holders of Company Preferred Stock in consideration for such holders' shares of Company Preferred Stock and (B) the Management Holders of Company Common Stock in consideration for such holders' shares of Company Common Stock, in each case in accordance with Section 1.6, including shares of Parent Common Stock issuable pursuant to Section 1.6(e) (which does not include any Parent Common Stock to be issued by Parent upon exercise of Company Options or Company Warrants after the Effective Time), by (ii) 0.10 plus (b) the aggregate amount of cash obtained by multiplying (i) the aggregate amount of cash issuable by Parent at the Effective Time to (A) holders of Company Preferred Stock in consideration for such holders' shares of Company Preferred Stock and (B) the Management Holders of Company Common Stock in consideration for such holders' shares of Company Common Stock, in each case in accordance with Section 1.6(e) (which does not include any cash to be issued by Parent upon exercise of Company Options or Company Warrants after the Effective Time) by (ii) 0.10.
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IP Escrow Amount has the meaning set forth in Section 2.02.
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IP Escrow Amount means the sum of (a) the number of shares of Parent Common Stock obtained by multiplying (i) the aggregate number of shares of Parent Common Stock issuable by Parent at the Effective Time to holders of Company Capital Stock in accordance with Section 1.6, including shares of Parent Common Stock issuable pursuant to Section 1.6(e) (which does not include any Parent Common Stock to be issued by Parent upon exercise of Company Options or Company Warrants after the Effective Time), by (ii) 0.10 plus (b) the aggregate amount of cash obtained by multiplying (i) the aggregate amount of cash issuable by Parent at the Effective Time to holders of Company Capital Stock in accordance with Section 1.6(e) (which does not include any cash to be issued by Parent upon exercise of Company Options or Company Warrants after the Effective Time) by (ii) 0.10.
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Related to IP Escrow Amount

  • Indemnity Escrow Amount means $5,000,000.

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

  • 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.

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

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

  • Adjustment Escrow Amount means $1,000,000.

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

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Indemnity Escrow Account has the meaning set forth in Section 2.3(c).

  • Working Capital Escrow Amount means $500,000.

  • Indemnity Escrow Agreement has the meaning set forth in Section 1.5.

  • 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.

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

  • 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.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Escrow Deposit has the meaning set forth in Section 3.3.

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

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

  • Adjustment Escrow Account has the meaning set forth in Section 2.4(a)(i).

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

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

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

  • Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.

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

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

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.