Stockholder Escrow Amount definition

Stockholder Escrow Amount means an amount equal to $1,500,000, as may be decreased (but not increased) and as shall be finally determined in accordance with this Section 1.6.
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Stockholder Escrow Amount shall have the meaning set forth in Section 1.6(a).
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Stockholder Escrow Amount means (i) the Stockholder Indemnity Escrow Amount, plus (ii) the SR Expense Amount, plus (iii) the Stockholder Claim Escrow Amount.
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Examples of Stockholder Escrow Amount in a sentence

  • The Pending Claim Stockholder Escrow Amount shall remain in escrow until the dispute is finally resolved.

  • The maximum indemnification obligation for which the Stockholder Escrow Amount has been established shall be the amount determined by multiplying the number of shares of Foreign Parent Stock comprising the Stockholder Escrow Fund by the Deemed Value.

  • The Stockholder hereby consents and agrees that, pursuant to Section 1.6(b) of the Merger Agreement, the Stockholder Escrow Amount shall be deducted from the aggregate Price Per Share payable to the Stockholder and delivered, simultaneously with the Closing, by Parent to the Escrow Agent, such amount to be held in the Escrow Account in accordance with the terms of the Escrow Agreement, as security for the obligations set forth therein.

  • The maximum indemnification obligation for which the Stockholder Escrow Amount has been established shall be the amount determined by multiplying the number of shares of Parent Common Stock comprising the Stockholder Escrow Fund by the last reported sale price of the Parent Common on the Business Day immediately prior to the Closing Date.

  • Xxxxxxxxx, upon the surrender of all Company Stock Certificates held by him, shall be entitled to the aggregate Price Per Share relating thereto, less, if applicable, the Stockholder Escrow Amount and any required withholding of Taxes, and (B) the Company Stock Certificate so surrendered shall be canceled immediately.

  • NCS Acquisition and Omnicare shall deposit the Omnicare Escrow Amount and the Stockholder Escrow Amount into one interest bearing escrow account pending further Order of this Court, within 3 business days following the closing of the tender offer.

  • The portion of the Stockholder Escrow Amount contributed on behalf of each holder of Company Common Stock shall be in proportion to the aggregate number of shares of Parent Common Stock which such holder would otherwise be entitled to receive by virtue of ownership of outstanding shares of Company Common Stock.

  • On the Closing Date, Parent shall deposit, or cause to be deposited, with the Escrow Agent an amount in cash equal to the Company Stockholder Escrow Amount (such funds, together with any additional funds deposited with the Escrow Agent from time to time pursuant to Section 2.7(c)(ii) in respect of Company Options, being referred to herein as the “Escrow Fund”).

  • All interest and other earnings received with respect to the Escrow Amount, the Final Net Working Capital Surplus (or if applicable the Maximum Surplus Payment), the Dissenting Shares Consideration, the Accounting Expense Amount and the Stockholder Escrow Amount (less any expense incurred as a result of such investments) shall be added to and shall increase the Escrow Fund.

  • At the Effective Time, Parent shall deposit the Stockholder Escrow Amount with U.S. Bank N.A. (or another institution acceptable to Parent and the Stockholder Agent (as defined in Section 7.3(g) below)), as Escrow Agent (the “Escrow Agent”), such deposit, together with any accrued interest thereon, to constitute an escrow fund (the “Stockholder Escrow Fund”) to be governed by the terms set forth herein.


More Definitions of Stockholder Escrow Amount

Stockholder Escrow Amount means 93.2975% of the Escrow Amount.
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Stockholder Escrow Amount means, with respect to each Stockholder of Phoenix Common Stock who holds Non-Plan Shares, the amount set forth next to such Stockholder’s name on Schedule IV under the column “Stockholder Escrow Amount”.
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Stockholder Escrow Amount means an amount of cash equal to ten percent (10%) of the Total Consideration less the Transaction Bonus Escrow Amount.
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Related to Stockholder Escrow Amount

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

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

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

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

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

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

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

  • 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.

  • 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 of the Plan.

  • Working Capital Escrow Amount means $1,000,000.

  • 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.

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

  • 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 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.

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

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

  • 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.

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

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

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

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • 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.