Share Escrow Amount definition

Share Escrow Amount means an amount of Buyer Common Stock ranging in value, at Buyer’s election and sole discretion, from Zero Dollars ($0) to Three Hundred and Seventy-Five Million Dollars ($375,000,000). Buyer shall notify Seller in writing of the amount of the Share Escrow Amount (if any) no later than five (5) Business Days prior to the Closing Date; provided that, for avoidance of doubt, if Buyer fails to deliver such notice, the Share Escrow Amount shall equal Zero Dollars ($0).
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Share Escrow Amount means that number of shares of Vertex Common Stock equal to Seven Million and 00/100 Dollars ($7,000,000) divided by the Share Reference Price, rounded to the nearest whole share of Vertex Common Stock, to be deposited with the Escrow Agent and held in escrow, to cover any potential Seller Party obligations under Section 2.05 and Section 8.02, pursuant to the Escrow Agreement. The shares of Vertex Common Stock deposited into the escrow account with the Escrow Agent shall be registered in the name of Buyer and held in escrow pursuant to the terms of the Escrow Agreement.
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Share Escrow Amount means 103,659 shares of Buyer Common Stock.
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Examples of Share Escrow Amount in a sentence

  • The Company shall also deliver to Buyer its estimated calculation of the Share Consideration, the Warrant Consideration and the Per Share Escrow Amount.

  • Share Escrow Amount, if any, plus (C) the Upward Adjustment, if any, plus (D) only if the aggregate Merger Consideration is equal to or greater than the Breakpoint Amount, the Per Share Earn-out Consideration, if any (the consideration set forth in the foregoing clauses (A), (B), (C), and (D) collectively, the “Per Share Series A-2 Merger Consideration”).

  • Buyer 2007 Fiscal Year End N/A $400,000 less Cumulative Distributions from the Share Escrow Amount.

  • Answer: INPRS is open to a mutual NDA within the constraints of Indiana law.

  • Date and Place of Birth: Date of Birth City County State Country 2.

  • Except as provided in Section 2.08(f) or in respect of any Dissenting Shares, subject to the adjustment described in Section 2.15(g), each Company Class A Ordinary Share issued and outstanding immediately prior to the Effective Time (other than Rollover Equity) shall automatically be cancelled and converted into and shall thereafter represent the right to receive cash in an amount equal to the Estimated Class A Ordinary Merger Consideration minus the Class A Ordinary Share Escrow Amount.

  • Mr. Oaten at once visited Mr. Mill, who was not a Spiritualist, and found that every detail was correct.

  • The right of any Company Shareholder to receive all or any portion of the Per Share Initial Escrow Release Amount or the Per Share Escrow Amount is subject in all cases to the provisions of this Section 2.10.

  • The concept of intellectual capital which appears in the first book written with Malone (Edvinsson&Malone, 1997) is associated with the idea of invisibility; this means that non-material assets, invisible assets and knowledge represent intellectual capital.

  • The Purchaser shall be entitled to deduct from any payments due to a Seller or a holder of Company Share Options at the Closing pursuant to this Agreement the Per Share Escrow Amount in respect of each Ordinary Share, with the aggregate amount to be deducted from each Seller or holder of Company Share Options to be rounded to nearest whole cent.


More Definitions of Share Escrow Amount

Share Escrow Amount means One Million (1,000,000) shares of Holdings Common Stock, each with a nominal value of Ten Dollars ($10.00) per share, deposited with the Escrow Agent.
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Related to Share Escrow Amount

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

  • Indemnity Escrow Amount means $5,000,000.

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

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

  • 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.

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

  • Purchase Price Adjustment Escrow Amount means $500,000.

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

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Indemnity Escrow Agreement has the meaning set forth in Section 1.5.

  • Indemnity Escrow Account has the meaning set forth in Section 2.3(c).

  • 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.

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

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

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

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

  • Holdback has the meaning set forth in Section 4.1(d)(i).

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

  • Adjustment Escrow Account has the meaning set forth in Section 2.4(a)(i).

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

  • Working Capital Escrow Amount means $500,000.

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

  • 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.

  • Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.