Remaining Escrow Shares definition

Remaining Escrow Shares has the meaning specified in Section 10.

Remaining Escrow Shares means (A) the Escrow Shares, less (B) such number of shares of Parent Common Stock distributed to such Dissenting Stockholders, less (C) such number of shares of Parent Common Stock equal to (1) the sum of (x) the total cash settlement paid to the Dissenting Stockholders and (y) the total reasonable, documented out-of-pocket expenses of Parent related thereto, divided by (2) the Closing Price.

Remaining Escrow Shares is defined in Section 2.13(d)(i).

Examples of Remaining Escrow Shares in a sentence

• All dividends payable in cash shall be paid to the Shareholders with respect to the Disbursed Escrow Shares, and to the Issuer with respect to the Remaining Escrow Shares.

• The voting rights for the balance of the Escrow Shares that have not yet been disbursed or released from escrow (the “Remaining Escrow Shares”) shall belong to the Issuer as long as such Remaining Escrow Shares exist pursuant to this Agreement.

• In the case of a dispute as to the determination of the number of FY07 Released Escrow Shares, FY08 Released Escrow Shares, Remaining Escrow Shares or other arithmetic calculation hereunder, the Company shall submit the disputed determinations or arithmetic calculations via facsimile within one (1) Business Day (as defined in the Securities Purchase Agreement) of receipt, or deemed receipt, of the event giving rise to such dispute, as the case may be, to the Investor Agent.

• The number of Escrow Shares so determined by the Escrow Agent shall hereafter be referred to as the "Remaining Escrow Shares".

• In the case of a dispute as to the determination of the number of Released Escrow Shares, Remaining Escrow Shares or other arithmetic calculation hereunder, Applied Spectrum shall submit the disputed determinations or arithmetic calculations via facsimile within one (1) Business Day (as defined in the Securities Purchase Agreement) of receipt, or deemed receipt, of the event giving rise to such dispute, as the case may be, to the Investor Agent.

• The Investor and the Escrow Agent agree to deliver appropriately executed documents to effect the transfer of the Remaining Escrow Shares and the Restricted Advanced Shares to the Company, including transfer instructions to the Company's transfer agent.

• Promptly following the execution and delivery of this Agreement by the parties hereto, the Company shall cause certificates representing the Merger Shares (and the Remaining Escrow Shares) to be delivered to the record holder thereof.

• Any distribution of Remaining Escrow Shares hereunder shall also include a distribution to the CSKI Shareholder of any dividends or other distributions in the Escrow, which were issued or otherwise obtained or deposited with respect to such Remaining Escrow Shares distributed to the CSKI Shareholder hereunder.

• The Escrow Agent hereby releases and the Investor hereby assigns back to the Company the Remaining Escrow Shares and the Restricted Advanced Shares free and clear of all liens, charges, security interests, or other encumbrances.

• Of the Escrowed Shares, five million two hundred forty nine thousand three hundred six (5,249,306) remain in escrow with the Escrow Agent (the "Remaining Escrow Shares"), and six hundred fifteen thousand fifty one (615,051) Advanced Shares remain in the possession of the Investor (the "Restricted Advanced Shares").

More Definitions of Remaining Escrow Shares

Remaining Escrow Shares has the meaning set forth in Section 6.04(b).

Remaining Escrow Shares means ----------------------- a number of shares of CYTYC Common Stock equal to the number of Escrow Shares deposited into escrow pursuant to Section 2.2.2 hereof less the number of Escrow Shares already offset pursuant to Section 8.2.2 hereof or distributed to the Stockholders pursuant to this Section 2.2.2; and (y) the term "Business Day" ------------ shall mean any day on which commercial banking institutions in New York, New York are customarily open for the purpose of transacting business.

Remaining Escrow Shares means a number of shares of Purchaser Common Stock equal to the number of Escrow Shares deposited into the Escrow Fund less the number of Escrow Shares already offset pursuant to Section 8.2.2 of the Merger Agreement or distributed to the Sellers pursuant to Section 2.2.2

Remaining Escrow Shares means the number of Escrow Shares in the Escrow Fund, from time to time; "Reply Notice" has the meaning ascribed to it in Clause 7.2; "Reserved Account" has the meaning ascribed to it in Clause 7.4; "Reserved Amount" has the meaning ascribed to it in Clause 7.4; "Second Period" means the period beginning on the day after the expiry of the First Period and ending on the date that is 90 days after the expiry of the First Period; "Second Period Permitted Number" has the meaning ascribed to it in Clause 10.1; "sell" means sell, transfer, charge or otherwise dispose of any interest; "Settlement Amount" has the meaning ascribed to it in Clause 8.1; "Third Period" means the period beginning on the day after the expiry of the Second Period and ending on the date that is 90 days after the expiry of the Second Period;