Special Escrow Period definition

Special Escrow Period shall have the meaning set forth in Section 6.3(c).
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Special Escrow Period means the period during which the Special Escrow Fund is to be held in escrow, as set forth in the Escrow Agreement.
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Special Escrow Period means the period beginning on the Effective Date and ending upon the earlier to occur of (i) the termination of the Company Shareholder's status as an employee of New Focus or its Subsidiary or (ii) 11:59 p.m., Pacific Time on the date that is two years from the Closing Date.
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Examples of Special Escrow Period in a sentence

  • Subject to the following requirements, the Special Escrow Amount shall be in existence immediately following the Effective Time and shall terminate at 5:00 p.m., local time on the fifth (5th) business day after the date on which Parent receives notice that it is eligible to accrue expenses against, and receive reimbursement for, the entire SBIR Amount (the "Special Escrow Period").

  • Following the termination of the Special Escrow Period, Parent shall direct the Escrow Agent to deliver to each of the Indemnifying Parties such person's Pro Rata Portion of the Special Escrow Amount.

  • If Parent receives notice that it is not eligible to accrue expenses against, and receive reimbursement for, the entire SBIR Amount the Special Escrow Period shall terminate and Parent shall be entitled to retain the entire Special Escrow Amount.

  • The Administrative Agent shall not have any duties or responsibilities to, or any fiduciary relationship with, any Lender except for those expressly set forth in this Agreement.

  • Following notice from Parent that the Special Escrow Period has terminated, the Escrow Agent shall deliver to each of the Indemnifying Parties such person's Pro Rata Portion of the Special Escrow Amount.

  • If Parent receives notice that it is not eligible to accrue expenses against, and receive reimbursement for, the entire SBIR Amount the Special Escrow Period is also deemed to terminate and the Parent shall be entitled to retain the entire Special Escrow Amount.

  • All Escrow Shares ------------------------------ remaining in the Escrow Fund after (a) the satisfaction of all indemnification claims pursuant to this Article X and the Escrow Agreement and (b) the expiration of both the Regular Escrow Period and the Special Escrow Period shall be distributed from the Escrow Fund to the Holders (as defined in the Escrow Agreement) on a pro rata basis based upon their respective percentage interests therein at the time or such distribution.

  • No delay in providing such Officer’s Certificate within the General Escrow Period or Special Escrow Period, as the case may be, shall affect any Purchaser Indemnified Person’s rights hereunder, unless (and then only to the extent that) any Seller is materially prejudiced thereby.

  • Upon termination of the Special Escrow Period, Parent and the Stockholder Representative will jointly notify the Escrow Agent in writing that the Special Escrow Amount may be distributed in accordance with Section 3(f).

  • The Special Escrow Period shall be in existence immediately following October 30, 2006, and shall terminate at 5:00 p.m., local time on the fifth (5th) business day after the date on which Parent receives notice that it is eligible to accrue expenses against, and receive reimbursement for, the entire $3,000,000 aggregate in funding under the Company's existing SBIR grant (the "SBIR Amount") dated August 1, 2006 (the "Special Escrow Period").

Related to Special Escrow Period

  • Escrow Period shall begin with the commencement of the Offering and shall terminate upon the earlier to occur of the following dates: (i) The date upon which Escrow Agent confirms that it has received in the Escrow Account all of the proceeds of the sale of the Convertible Debentures; (ii) The expiration of twenty (20) days from the date of commencement of the Offering (unless extended by mutual written agreement between the Company and the Investor(s) with a copy of such extension to Escrow Agent); or (iii) The date upon which a determination is made by the Company and the Investor(s) to terminate the Offering prior to the sale of all the Convertible Debentures. During the Escrow Period, the Company and the Investor(s) are aware that they are not entitled to any funds received into escrow and no amounts deposited in the Escrow Account shall become the property of the Company or the Investor(s) or any other entity, or be subject to the debts of the Company or the Investor(s) or any other entity.

  • 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).

  • 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.

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

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

  • Escrow Deposit has the meaning set forth in Section 2.1.

  • Escrow End Date has the meaning specified in the Escrow Agreement.

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

  • 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 interest or other amounts earned thereon.

  • Escrow Termination Date has the meaning ascribed to such term in Section 9.12.

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

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

  • 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”.

  • Escrow Property means the Escrow Funds and the Certificates delivered to the Escrow Agent as contemplated by Section 1(c) hereof.

  • Adjustment Escrow Account means the escrow account established by the Escrow Agent pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Amount and any interest or earnings accrued thereon or in respect thereof.

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

  • 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.

  • Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.

  • Holdback Period has the meaning set forth in Section 3(a).

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

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

  • Deposit Period A calendar week, a calendar month, a calendar quarter, or any other period of time specified by Aetna during which the Net Purchase Payment and Reinvestments are accepted into the AMG Account for one or more Guaranteed Periods. Aetna reserves the right to extend the Deposit Period.

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