Seller Escrow Shares definition

Seller Escrow Shares means, collectively, the Earn-Out Escrow Shares and the Seller Indemnification Escrow Shares.
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Seller Escrow Shares has the meaning ascribed thereto in Section 3.4.
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Seller Escrow Shares shall have the meaning given in the Recitals hereto.
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Examples of Seller Escrow Shares in a sentence

  • At the Closing and subject to and upon the terms and conditions of this Agreement, in full payment for the Purchased Shares, the Purchaser shall issue and deliver to the Sellers an aggregate of 81,243,000 Purchaser Shares, consisting of 62,630,231 Class A Purchaser Shares and 18,612,769 Class B Purchaser Shares, as set forth in Annex I (the “Exchange Shares”), including the Seller Escrow Shares.

  • The portion of the Arrangement Consideration Shares constituting Seller Escrow Shares will be subject to the terms and conditions set forth in ‎Section 2.15.

  • SPAC will cause the Escrow Agent to remove such legend as promptly as practicable, but in any event within three (3) Business Days, after the occurrence of a Triggering Event with respect to the applicable Seller Escrow Shares.

  • The Escrow Portion of the Arrangement Consideration Shares that holders of Company Common Shares (including the holders of Class A Preferred Shares prior to the Arrangement) and the holder the Company Warrant (collectively, the “Seller Escrow Shareholders”) are entitled to receive pursuant to the Arrangement shall be designated as the Seller Escrow Shares.

  • For the avoidance of doubt, if the condition for more than one Triggering Event is met pursuant to ‎Section 2.15(d), the Seller Escrow Shares earned in connection with each such Triggering Event shall be earned, and shall be cumulative with the Seller Escrow Shares earned prior to such time, in connection with the satisfaction of any other Triggering Event (if any).

  • Such Seller Escrow Shares shall be ratably allocated among each of the Seller Escrow Shareholders as set forth in the Payment Spreadsheet.

  • Each Seller Escrow Shareholder shall also have the right to vote the Seller Escrow Shares beneficially owned by such Person during the time held in such Seller Escrow Shareholder’s Company Shareholder Escrow Account as Seller Escrow Shares.

  • The Seller Escrow Shares will be subject to forfeiture in accordance with this ‎Section 2.15 if the Seller Escrow Shares are not earned in accordance with this ‎Section 2.15 on or prior to the fifth anniversary of the Closing Date (the “Escrow Termination Date”).


More Definitions of Seller Escrow Shares

Seller Escrow Shares means, collectively, that number of shares of SPAC Class A Common Stock, SPAC Class C Common Stock and ExchangeCo Exchangeable Shares comprising the Stockholder Arrangement Consideration equal to the product obtained when (i) the aggregate number of shares of SPAC Class A Common Stock, SPAC Class C Common Stock and ExchangeCo Exchangeable Shares comprising the Stockholder Arrangement Consideration is multiplied by (ii) the Escrow Portion, in each case rounded up to the nearest whole number of such shares.
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Seller Escrow Shares has the meaning set forth in the BCA, and shall include any Tandem Option Earnout Shares delivered to the Escrow Agent in accordance with Section 2.15(g) of the BCA.
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Seller Escrow Shares has the meaning ascribed to such term in the BCA.
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Related to Seller Escrow Shares

  • Escrow Shares shall be deemed to include the Non-Cash Dividends distributed thereon, if any.

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

  • Escrowed Shares has the meaning set forth in Section 2.4.

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

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

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

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

  • Indemnity Escrow Amount means $3,000,000.

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

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

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

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

  • Adjustment Escrow Funds means the amounts held in the Adjustment Escrow Account, including any dividends, interest, distributions and other income received in respect thereof, less any losses on investments thereof, less distributions thereof in accordance with this Agreement and the Escrow Agreement.

  • Holdback Shares has the meaning set forth in Section 2.5(b)(v).

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

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

  • 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.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).

  • 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.

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

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

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

  • Escrow End Date has the meaning set forth in the Escrow Agreement.