Total Escrow Shares definition

Total Escrow Shares means 1,413,044 shares of Class A Common Stock, determined by dividing $32,500,000 by $23.00, plus such additional shares of Class A Common Stock as may be issued as the result of an Upward Share Adjustment.
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Total Escrow Shares shall be that number of shares of Acquiror Capital Stock to be obtained by Former Target Stockholders in the Merger equal to ten percent (10%) of the Total Target Consideration (excluding Target Option Reserve). Such shares shall be beneficially owned by such holders and shall be held in escrow and shall be available to compensate Acquiror for certain damages as provided in Article VIII. To the extent not used for such purposes, such shares shall be released, all as provided in Article VIII hereof.
Sample 1
Total Escrow Shares means: (A) if the Acquiror Closing Stock Price is greater than or equal to $45.79 but less than or equal to $61.95, a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing $11,700,000 by the Acquiror Closing Stock Price; (B) if the Acquiror Closing Stock Price is less than $45.79, 255,517 shares of Acquiror Common Stock; or (C) if the Acquiror Closing Stock Price is greater than $61.95, 188,860 shares of Acquiror Common Stock.
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Examples of Total Escrow Shares in a sentence

  • The Escrow Agent hereby acknowledges the receipt ------------------ of 211,373 shares of AvantGo Stock (the "Total Escrow Shares") from or on behalf ------------------- of the Stockholders, which shares, consisting of 50% Restricted Shares (as defined in the Employment Agreements entered into between the Stockholders and AvantGo as of the date hereof) and 50% non-Restricted Shares, shall constitute the Escrow Shares.

  • To the extent that the Company's or any Stockholder's undertakings set forth in this Section 7.02 may be unenforceable, each Stockholder shall contribute the maximum amount that it is permitted to contribute under applicable Law but in no event greater than its proportionate interest in the Total Escrow Shares to the payment and satisfaction of all Losses incurred by the Company, Nu Skin, Merger Sub or any other Indemnified Party.

  • The Total Escrow Shares shall constitute partial security for the indemnification obligations of such Effective Time Holders pursuant to Article VIII, and shall be held in escrow and distributed from escrow in accordance with the provisions of the Escrow Agreement.

  • Xxxxxxxxx Title: Assistant Vice President -------------------------------------------------------------------------------- Escrow Agreement--Signature Pages SCHEDULE 1 LIST OF SHAREHOLDERS -------------------------------------------------------------------------------- Name Escrow Shares Pro Rata Percentage SS# or and Address Contributed of Total Escrow Shares Tax Id# -------------------------------------------------------------------------------- Xxxxxxx Spain 83,618 28.5973% ###-##-#### 000 X.

  • The Total Escrow Shares shall be the sole source of payment to any Parent Indemnified Party to recover any Losses indemnifiable in accordance with the immediately preceding sentence.

  • The Total Escrow Shares shall be deposited with, Xxxxx Fargo Corporate Trust (or another institution selected by Acquiror and reasonably satisfactory to the Company) as escrow agent (the “Escrow Agent”), such deposit, together with any distributions that may be made thereon, to constitute an escrow fund (the “Escrow Fund”) and to be governed by the provisions set forth herein and in the Escrow Agreement.

  • At Closing, the Buyer on behalf of each Seller shall deposit in such escrow that number of Xxxxxx Shares comprising the Share Consideration otherwise deliverable to such Seller as is equal to such Seller's Pro Rata Portion of the Total Escrow Shares Amount (such number of Xxxxxx Shares in respect of each Seller being herein referred to as such Seller's "Escrow Shares"; and the aggregate amount of Escrow Shares in respect of all Sellers being herein referred to collectively as the "Escrow Shares").

  • All other Total Escrow Shares, other than those distributed to Nu Skin pursuant to this Section 5(a) or subject to Sections 5(c), 5(d) and 5(f) below, shall be distributed to the Stockholders promptly following the one year anniversary of the Effective Date as contemplated by the Escrow Agreement.

  • Following the distribution to Nu Skin of the Total Escrow Shares pursuant to this Section 5(a), Nu Skin shall have no further interest in the Escrow Fund (as defined in the Escrow Agreement) and Nu Skin shall have no further rights, duties or obligations under the Escrow Agreement.

  • Nu Skin, for itself and all Indemnified Parties, hereby agrees that the Reserved Amount (as defined in the Escrow Agreement) is $0.00 following the distribution of Total Escrow Shares described above.


More Definitions of Total Escrow Shares

Total Escrow Shares means the aggregated whole share portion of the aggregated Per Share Escrow Fund Amount (as rounded per the Certified Closing Report).
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Related to Total Escrow Shares

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

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

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

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

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

  • 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.

  • 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.

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

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

  • 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).

  • 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.

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

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

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

  • 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.

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Uninvested Cash cash available and uninvested by a Trust that may result from a variety of sources, including dividends or interest received on portfolio securities, unsettled securities transactions, strategic reserves, matured investments, proceeds from liquidation of investment securities, dividend payments, or new investor capital.

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

  • 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.

  • Earn-Out Shares has the meaning provided in Section 2.2(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.

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.