Stockholder Escrow Fund definition

Stockholder Escrow Fund has the meaning in Section 6.4(a).
Sample 1Sample 2Sample 3
Stockholder Escrow Fund has the meaning set forth in the Escrow and Indemnity Agreement.
Sample 1
Stockholder Escrow Fund means the Stockholder Escrow Amount.
Sample 1

Examples of Stockholder Escrow Fund in a sentence

  • New Stockholder Shares issued in respect of shares of Stockholder Escrow Shares which have been released from the Stockholder Escrow Fund shall not be added to the Stockholder Escrow Fund but shall be distributed to the record holders thereof.

  • 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 aggregate amount of all Damages for which a Stockholder shall be liable under this Section 6.2 shall not exceed the amount determined by multiplying the Stockholder Escrow Shares comprising the Stockholder Escrow Fund by the volume weighted average price for the Foreign Parent Stock for the ten (10) consecutive trading days immediately prior to the Closing Date (“Deemed Value”).

  • Subject to the terms of the Escrow Agreement, the Stockholder Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 11:59 p.m., Pacific time on the Stockholder Indemnification Completion Date, which shall be the Indemnification Completion Date (the “Stockholder Escrow Period”).

  • 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.

  • Cash dividends on Parent Common Stock shall not be added to the Stockholder Escrow Fund but shall be distributed to the record holders thereof.

  • Cash dividends on Foreign Parent Stock shall not be added to the Stockholder Escrow Fund but shall be distributed to the record holders thereof.

  • First American Stock Transfer, as Escrow Agent (the "Escrow Agent"), shall hold the Escrow Shares in an escrow fund (the "Stockholder Escrow Fund") to be governed by the terms set forth herein and in the Escrow Agreement.

  • Subject to the terms of the Escrow Agreement, the Stockholder Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 11:59 p.m., Arizona time on the Stockholder Expiration Date, which shall be the Indemnification Completion Date (the "Stockholder Escrow Period").

  • Any vacancy in the position of Stockholder Agent may be filled by approval of the holders of a majority in interest of the Stockholder Escrow Fund.

Related to Stockholder Escrow Fund

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

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

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

  • 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.

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

  • Escrow Cash is defined in Section 4.1(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”.

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

  • 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.

  • 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.

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

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

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

  • 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.

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

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

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • 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.

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

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

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

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

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