Remaining Escrow Shares definition

Remaining Escrow Shares has the meaning specified in Section 10.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

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) 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.

Examples of Remaining Escrow Shares in a sentence

Upon release by the Escrow Agent of the Remaining Escrow Shares, the Escrow Agent shall no longer have any further obligations or liabilities in respect of the Remaining Escrow Shares.
On the Escrow Period Termination Date, the Escrow Agent shall deliver to the Shareholder the remaining portion of the Escrow Shares (the "Remaining Escrow Shares") by delivering to the Shareholder a share certificate for such Remaining Escrow Shares.
On the Escrow Period Termination Date, the Escrow Agent shall deliver to the Vendors the remaining portion of the Escrow Shares not required to satisfy such claims as described in the preceding sentence (the "Remaining Escrow Shares"), by delivering to each Vendor a share certificate for such portion of Escrow Shares as the relevant Vendor is entitled to.
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.
Other than Permitted Liens, the Maker shall not, and shall not permit the Guarantors to, enter into, create, incur, assume or suffer to exist any liens, security interests, charges, claims or other encumbrances of any kind (collectively, “Liens”) on or with respect to any of its assets now owned or hereafter acquired or any interest therein or any income or profits therefrom.
If the 2011 Actual EBIT is greater than or equal to the 2011 Guaranteed EBIT, then all of the Remaining Escrow Shares shall be released to the Make Good Pledgor.
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 Company and the Placement Agent shall instruct the Independent Expert promptly to review this Section 4 and to determine (i) 2010 Actual EBIT or 2011 Actual EBIT, as the case may be, based solely on the terms of this Agreement and (ii) the number of the Escrow Shares or Remaining Escrow Shares, as the case may be, to which the Holders are entitled, if any.
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.
The Company and the Investor Agent shall cause the Shareholder Joint Instructions to instruct the Escrow to promptly deliver stock certificates evidencing the Remaining Escrow Shares registered in the name of the CYHC Shareholder to the addresses set forth in the Escrow Agreement.

More Definitions of Remaining Escrow Shares

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

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;

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

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