Special Escrow Agreement has the meaning set forth in Section 2.05(b) of this Agreement.

Special Escrow Agreement. Section 6.6(a) "Special Escrow Shares" Section 6.6(a) "Stock Exchange" Recitals "Stockholder" Preamble "Subsidiary" Section 2.1(a) "Taxes" Section 2.13 "Third-Party Claims" Section 6.3(d) "Unaffiliated Firm" Section 6.3(d) THIS PURCHASE AGREEMENT (this "Agreement"), dated as of August 15, 1998, --------- is by and between SYLVAN LEARNING SYSTEMS, INC., a Maryland corporation (the "Buyer"), and XXXXXXX X. XXXXXX, (the "Stockholder,"). ----- -----------

Special Escrow Agreement shall have the meaning set forth in Section 2.2(c)(i).

Examples of Special Escrow Agreement in a sentence

The Special Escrow Agreement shall provide that the number of Special Escrow Shares released in respect of any Special Escrow claims shall be determined by using the Closing Date Market Value.
The Special Escrow Agreement shall provide that the number of Special Escrow Shares released in respect of any Special Escrow claims shall be determined by using the Market Value.
Each Ancillary Agreement (excluding the Special Escrow Agreement in the event that the MDL Settlement shall have been executed and shall be in full force and effect as of the Closing) shall be in full force and effect and none of the parties thereto (other than Parent or Merger Sub and, in the case of the Escrow Agreement and the Special Escrow Agreement, the Escrow Agent) shall have taken any action to rescind, revoke or otherwise repudiate such party’s Ancillary Agreement(s).
Costs of the Special Escrow Agent relating to the Special Escrow Agreement shall be borne by the Purchaser.
In order to accelerate the registration of the Special Escrow Shares, the Special Escrow Shares shall be registered in the name of the Seller, and deposited (with an executed assignment in blank) with Norwest Bank, N.A. as Escrow Agent, such deposit to constitute a special escrow fund (the "Special Escrow Fund") to be governed by the terms set forth herein and in the special escrow agreement to be signed by all parties thereto, attached hereto as Exhibit G (the "Special Escrow Agreement").

More Definitions of Special Escrow Agreement

Special Escrow Agreement means the Special Escrow Agreement, dated the Closing Date among the Representative, on behalf of the Fully-Diluted Stockholders, the Escrow Agent and Parent, substantially in the form of Exhibit D hereto.

Special Escrow Agreement shall have the meaning set forth in Section 3.3(c).

Special Escrow Agreement has the meaning set forth in the Merger Agreement.

Special Escrow Agreement means the Escrow Agreement in the form of Exhibit C-1.

Special Escrow Agreement means the Special Escrow Agreement to govern the Special Escrow to be entered into by the Company and the holders of Funded Debt on terms mutually acceptable to the Company and the Steering Committee."

Special Escrow Agreement means the agreement, dated the dated hereof, among the parties and the Escrow Agent, a copy of which is annexed as EXHIBIT I hereto.

Special Escrow Agreement has the meaning set forth in Section 2.2.3.