Escrow Shares shall be deemed to include the Non-Cash Dividends distributed thereon, if any.
Escrowed Shares has the meaning set forth in Section 2.4.
VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).
Escrow Property has the meaning set forth in the Escrow Agreement.
Escrowed Property has the meaning set forth in the Escrow Agreement.
Escrow Amount has the meaning set forth in Section 2.1(c).
Indemnity Escrow Amount means $5,000,000.
Escrow End Date has the meaning specified in the Escrow Agreement.
Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.
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.
Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
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.
Indemnity Escrow Agreement has the meaning set forth in Section 1.5.
Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Holdback has the meaning set forth in Section 4.1(d)(i).
Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.
Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.
Holdback Amount has the meaning set forth in Section 2.06(a).
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).
Holdback Shares has the meaning set forth in Section 2.5(b)(v).
Remaining Shares has the meaning set forth in Section 4.1.2.
Escrow Cash is defined in Section 4.1(a).
Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.
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 Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.