Second Escrow Release Date has the meaning Section 8.9(c) specifies.
Second Escrow Release Date has the meaning set forth in Section 3.07(c)(ii).
Second Escrow Release Date means the date that is the 18 month anniversary of the Closing Date.
Examples of Second Escrow Release Date in a sentence
Subject to the requirements set forth in this Section 7.2(b), the Escrow Fund shall remain in existence immediately following the Closing Time and shall terminate at 5:00 p.m., California Time on the Second Escrow Release Date (as defined below).
As used herein "Second Escrow Release Date" shall mean the date being six months after the First Escrow Release Date.
If any Holdover Amount shall exist on the Second Escrow Release Date, such Holdover Amount shall cause the Escrow Fund to remain in existence until such claims have been resolved.
On the Second Escrow Release Date, a portion of the Escrow Fund shall be released from escrow to the Holders in Escrow as reasonably practicable in proportion to their respective Proportionate Escrow Interest in an amount equal to the entire Escrow Amount then remaining in the Escrow Fund less any Holdover Amount.
The First Escrow Release Date and the Second Escrow Release Date are referred to herein collectively as the "Escrow Release Dates." On the First Escrow Release Date, a portion of the Escrow Fund shall be released from escrow to the Holders in Escrow as reasonably practicable in proportion to their respective Proportionate Escrow Interest in an amount equal to one half of the entire Escrow Amount, less any Holdover Amount (as defined below).
More Definitions of Second Escrow Release Date
Second Escrow Release Date means the date being six months after the First Escrow Release Date. The First Escrow Release Date and the Second Escrow Release Date are referred to herein collectively as the "Escrow Release Dates." On the First Escrow Release Date, a portion of the Escrow Fund shall be released from escrow to the Holders in Escrow as reasonably practicable in proportion to their respective Proportionate Escrow Interest in an amount equal to one half of the entire Escrow Amount, less any Holdover Amount (as defined below). On the Second Escrow Release Date, a portion of the Escrow Fund shall be released from escrow to the Holders in Escrow as reasonably practicable in proportion to their respective Proportionate Escrow Interest in an amount equal to the entire Escrow Amount then remaining in the Escrow Fund less any Holdover Amount. As soon as all claims relating to a Holdover Amount have been resolved, the Escrow Agent shall deliver to the appropriate Holders in Escrow the remaining portion of the Escrow Fund not required to satisfy such claims and the Escrow Fund shall be terminated. Deliveries of Escrow Amounts from the Escrow Fund to the Holders in Escrow pursuant to this Section 7.2(b) shall be made in proportion to their respective Proportionate Escrow Interest as reasonably practicable. As used herein "Holdover Amount" shall mean (y) any amounts previously returned for cancellation to the Surviving Corporation including, without limitation, such amounts returned pursuant to Section 1.7 of this Agreement and (z) any additional amount which, in the reasonable judgment of BackWeb Parent, subject to the objection of the Agent and subsequent arbitration of the matter in the manner provided in Section 7.2(e) hereof, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to the applicable Escrow Release Date (which amount shall remain in the Escrow Fund until such claims have been resolved). If any Holdover Amount shall exist on the Second Escrow Release Date, such Holdover Amount shall cause the Escrow Fund to remain in existence until such claims have been resolved.
Second Escrow Release Date has the meaning set forth in Section 2.7(b).
Second Escrow Release Date means the [*] anniversary of the Closing Date.
Second Escrow Release Date means the date that is the earliest to occur of (i) the date of an FDA Clearance or (ii) the Business Day immediately prior to the announcement of an FDA Clearance.
Second Escrow Release Date shall have the meaning set forth in Section 1.6(c). “Securities Act” shall mean the Securities Act of 1933, as amended. “Seller Payout Schedule” shall mean the schedule, attached hereto as Exhibit D and certified by each Seller, setting forth for each Seller: (i) such Seller’s name, (ii) such Seller’s mailing address, (iii) such Seller’s email address, (iv) the number and class(es) of Shares owned by such Seller as of immediately prior to the Closing, (v) amount of Cash Consideration to be received by such Seller at Closing and such Seller’s corresponding Pro Rata Cash Consideration, (vi) number of shares of Buyer Common Stock to be issued to such Seller at Closing and such Seller’s corresponding Pro Rata Stock Consideration, and (vii) such Seller’s Pro Rata Share. “Seller” and “Sellers” shall have the meaning set forth in the Preamble to this Agreement. “Sellers’ Closing Deliveries” shall have the meaning set forth in Section 6.1. “Sellers’ Representative” shall have the meaning set forth in the Preamble to this Agreement. “Sellers’ Knowledge” shall be deemed to refer to the knowledge that Xxxx-Xxxxx Xxxxx, Xxxxxxx Xxxxx and Xxxxxxxxx Xx Xxxx actually have or would be reasonable expected to have based on their respective positions held with A2iA and its Subsidiaries. “Shareholders’ Agreement” shall mean that certain shareholder's agreement, dated as of November 14, 2014, by and among the Sellers. “Shares” shall have the meaning set forth in the Recitals. “Software” shall mean computer programs, together with input and output formats, the applicable source or object codes, data models, flow charts, outlines, narrative descriptions, operating instructions, software manufacturing instructions and scripts, test specifications and test
Second Escrow Release Date means the later of (a) October 18, 2021, or (b) ten (10) days following the date on which there is a final, non-appealable resolution, in a manner favorable to Owner, of the Proceedings relating to the site plan (or, if such Proceedings are resolved in a manner favorable to Samuel Shipkovitz, ten (10) days following the date on which a substitute site plan relating to the Property has been approved by the Planning Commission of the City of Rockville and such approval has become final and non-appealable).
Second Escrow Release Date has the meaning set forth in Section 9.6(c). 1.101 "Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder by the SEC.