Stock Escrow Fund definition

Stock Escrow Fund means the fund in which the Stock Escrow Amount is held;
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Stock Escrow Fund has the meaning set forth in Section 2.5.
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Examples of Stock Escrow Fund in a sentence

  • In the event of any such stock split or other similar occurrence, Parent shall deliver to the Holder Representative and the Escrow Agent a revised version of Exhibit A setting forth the new number of Escrow Shares held in the Stock Escrow Fund.

  • This Agreement shall terminate on the Stock Escrow Fund Termination Date; provided, however, that if the Escrow Agent has received from any Parent Indemnitee a Claim Notice in accordance with Section 3(a) hereof setting forth a claim that has not been resolved by the Stock Escrow Fund Termination Date, then this Agreement shall continue in full force and effect until the claim has been resolved and the Escrow Shares released in accordance with this Agreement.

  • Any cash, securities or other property paid in exchange for any Escrow Shares shall not be distributed to the Target Stockholders, but rather shall be distributed to and held by the Escrow Agent in the Stock Escrow Fund.

  • From and after the Closing, the Stock Escrow Fund (adjusted as appropriate to reflect any stock split, reverse stock split, stock dividend or similar transaction effected by Parent after the date hereof) shall be the sole and exclusive remedy of Parent and the other Parent Indemnitees for damages for any inaccuracy in or breach of any representation, warranty, covenant or other obligation contained in the Merger Agreement.

  • The Escrow Agent shall cause to be voted all of the Escrow Shares in the Stock Escrow Fund as to which it receives written instructions from the Target Stockholders whose Escrow Shares have been deposited into the Stock Escrow Fund in accordance with such instructions.

  • At the time any Escrow Shares are released from the Stock Escrow Fund to any Person pursuant to this Agreement, any cash, securities or other property previously received by the Escrow Agent in exchange for such Escrow Shares or shares distributed pursuant to a stock split of Escrow Shares shall be released from the Stock Escrow Fund to such Person.

  • Unless and until the Escrow Agent shall actually receive such cash, securities or other property, it may assume without inquiry that the Escrow Shares currently being held by it in the Stock Escrow Fund are all that the Escrow Agent is required to hold in such account.

  • Accordingly, if a distribution of a number of Escrow Shares less than all of the Escrow Shares held in the Stock Escrow Fund is to be made, the Escrow Agent must requisition the appropriate number of shares from such stock transfer agent, delivering to it the appropriate stock certificates.

  • In connection with any release of Escrow Shares from the Stock Escrow Fund, Parent and the Escrow Agent shall "round down" in order to avoid retaining any fractional share in the Stock Escrow Fund and in order to avoid releasing any fractional share from the Stock Escrow Fund.

  • Any part of the Claimed Amount that is not to be released to the Parent Indemnitee shall be the "CONTESTED AMOUNT." If a Response Notice is not received by the Escrow Agent within such 20 business day period, then the Holder Representative shall be deemed to have agreed that a whole number of Escrow Shares having a Market Value equal to the full Claimed Amount may be released from the Stock Escrow Fund.

Related to Stock Escrow Fund

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

  • 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 Cash is defined in Section 4.1(a).

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

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

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

  • 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.

  • 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.

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

  • 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 Shares has the meaning set forth in Section 2.4.

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

  • 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”.

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

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

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

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

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

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

  • Working Capital Escrow Amount means $2,000,000.

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

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

  • Company Stock Certificate has the meaning set forth in Section 1.7.

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

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