Stockholder Escrow Shares definition

Stockholder Escrow Shares has the meaning in Section 6.4(a).
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Stockholder Escrow Shares is defined in Section 2.3(a).
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Examples of Stockholder Escrow Shares 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 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”).

  • The issuance of any Stockholder Escrow Shares or Pending Claim Stockholder Excess Amount shall constitute a purchase price adjustment for tax purposes.

  • The Stockholder Escrow Shares shall be used to satisfy pursuant to Section 6.2 any Damages of any Parent Indemnitee for which a Parent Indemnitee delivers an indemnification notice under Section 6.2 during the Stockholder Escrow Period and for which it is finally determined (by joint written instructions of Parent and the Stockholder Representative given to the Escrow Agent or by a Final Arbitration Award given to the Escrow Agent) that indemnification is required under this Agreement.

  • The issuance of any Stockholder Escrow Shares, Pending Claim Stockholder Excess Amount, Parent Indemnification Shares or Pending Claim Parent Indemnification Shares shall constitute a purchase price adjustment for tax purposes.

  • Any Stockholder Escrow Shares that are not subject to a demand or claim of indemnification on the date which is six months after the Closing Date shall be delivered by the Escrow Agent to the Stockholders in accordance with Section 1.10 hereof.

  • The certificates representing the Stockholder Escrow Shares, each accompanied by stock powers duly endorsed in blank, with each Stockholder's signature medallion guaranteed by a national bank shall be held in the escrow account and disposed of by the Escrow Agent in accordance with the terms and provisions of the Escrow Agreement.

  • The aggregate number of Stockholder Escrow Shares to be delivered to the Buyer Indemnified Parties shall not exceed 127,500, adjusted for any stock split, reverse stock split, stock dividend, reclassification, recapitalization, merger or consolidation or like capital adjustment affecting Buyer's Shares.

  • Xxxxxxxxxx (the "Indemnification Representative") and American ------------------------------ Stock Transfer & Trust Company (the "Escrow Agent") shall execute and deliver ------------ the Escrow Agreement attached hereto as Exhibit A (the "Escrow Agreement") and --------- ---------------- the Buyer shall deliver to the Escrow Agent a certificate for the Stockholder Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.10.

  • The Stockholder Escrow Shares shall be held in escrow pursuant to the Escrow Agreement as security for the performance of the indemnity obligations of the Company Stockholders under Section 10.2 of this Merger Agreement and the Acquiror Escrow Shares shall be held in escrow pursuant to the Escrow Agreement as security for the performance of the indemnity obligations of Acquiror under Section 10.3 of this Merger Agreement.

Related to Stockholder Escrow Shares

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

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

  • Cash Election Shares shall have the meaning set forth in Section 3.2.1.

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Public Stockholders means the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Company Shareholders means holders of Company Shares.

  • Management Shares means a management share in the capital of the ICAV which shall have the right to receive an amount not to exceed the consideration period for such Management Share.

  • Stockholder Shares means all securities of the Company registered in the name of, or Beneficially Owned by the Stockholder Parties, including any and all securities of the Company acquired and held in such capacity subsequent to the date hereof.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

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

  • Company Shares means the common shares in the capital of the Company;

  • Shareholder-Employee means a Participant who owns more than five percent (5%) of the Employer's outstanding capital stock during any year in which the Employer elected to be taxed as a Small Business Corporation under the applicable Code Section.

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Remaining Shares has the meaning set forth in Section 4.1.2.

  • Management Shareholders means Xxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxx and Xxxxx X. XxXxxxx;

  • Initial Shareholders means the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean the 6,000,000 warrants (or 6,600,000 warrants if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $6,000,000 (or $6,600,000 if the over-allotment option is exercised in full), or $1.00 per warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Shareholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; and (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

  • Plan Shares means the total number of Common Shares which may be reserved for issuance as Optioned Shares under the Plan as provided in §2.2;

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

  • Parent Stockholders means the holders of Parent Common Stock.

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.