Adjustment Escrow. An aggregate of Five Hundred Thousand Dollars ($500,000) in cash of the Merger Consideration otherwise deliverable to the holders of Common Shares upon exchange of their Common Shares and the holders of the CVC Warrant pursuant to Section 3.2 hereof, shall be withheld on a pro rata basis from the aggregate amount of cash to be delivered to such Persons and shall be deposited by Parent at the Effective Time (with respect to the Common Shares) and at the Closing (with respect to the CVC Warrants) with an escrow agent (the "Escrow Agent") selected by the Company and reasonably acceptable to Parent, such deposits to constitute an escrow fund (the "Escrow Fund") to be governed by the terms and conditions set forth herein and in the Escrow Agreement, attached as Exhibit B hereto. The portion of the Merger Consideration delivered to the Escrow Agent pursuant to this Section 3.1(c) shall be known as the "Escrow Amount."
Adjustment Escrow. (a) Before the Closing, the parties shall open an escrow (the "Escrow") for the purpose of ensuring the availability of cash to satisfy any required adjustment to the Purchase Price under Section 1.9 hereof (an "Adjustment"). The Adjustment Escrow shall be opened at Chicago Title Company in Los Angeles, California or such other institutional escrow holder mutually acceptable to the parties (the "Adjustment Escrow Holder"). The parties shall open the Escrow by executing and delivering, together with the Adjustment Escrow Holder, written escrow agreement(s) and instructions (the "Adjustment Escrow Agreement"). The terms and conditions of the Escrow Agreement shall be consistent with this Agreement unless the parties otherwise agree.
Adjustment Escrow. Within five (5) days of the determination of the Final Closing Statement, Buyer and Seller shall deliver a joint written instruction to the Escrow Agent instructing it to disburse all of the funds in the Adjustment Escrow Account as follows: (i) to Buyer, the amount (if any) payable to Buyer pursuant to Section 2.5(f)(i) and (ii) to Seller the remaining Adjustment Escrow Deposit by wire transfer of immediately available funds to accounts designated by Seller.
Adjustment Escrow. At the Closing, Buyer shall deposit the Adjustment Escrow Amount with the Escrow Agent, in accordance with the Escrow Agreement, to secure in part the payment of any negative Adjustment Amount to Buyer pursuant to this Section 2.4.
Adjustment Escrow. Simultaneous with the execution and delivery of this Agreement, Buyer shall deposit with the Escrow Agent the Adjustment Escrow Funds in immediately available funds. The Escrow Agent hereby acknowledges receipt of the Adjustment Escrow Funds and agrees to hold the Adjustment Escrow Funds in a separate and distinct account (the “Escrow Account”) subject to and in accordance with the terms and conditions of this Agreement.
Adjustment Escrow. The Adjustment Shares shall be held in the Adjustment Escrow separately from the Escrow and shall be disposed of by the Escrow Agent for the benefit of the Shareholders and Acquiror:
Adjustment Escrow. The Adjustment Escrow Amount shall be held by the Escrow Agent in the Adjustment Escrow Account until paid in accordance with Section 2.9(c) and the Escrow Agreement.
Adjustment Escrow. At the Closing, Buyer shall deposit, or shall cause to be deposited, with the Escrow Agent cash in an amount equal to the Adjustment Escrow Amount. The Adjustment Escrow Amount will be held and disbursed by the Escrow Agent solely for the purpose of paying any adjustments required pursuant to Section 3.04(b) in accordance with the terms of this Agreement and the Escrow Agreement.
Adjustment Escrow. At the Closing, Buyer shall deposit with the Escrow Agent the Adjustment Escrow Cash into the Adjustment Escrow Account for the purpose of fully securing the obligations of the Company Security Holders to Buyer regarding a Post-Closing Deficit Amount under Section 2.8. The Adjustment Escrow Cash shall become issuable or payable, as applicable, to the Company Security Holders, if at all, in accordance with each Company Security Holder’s respective Pro Rata Share, subject to the terms and conditions of this Agreement (including Section 2.8).
Adjustment Escrow. At the Closing, Parent shall deposit with the Escrow Agent the number of shares of Parent Common Stock equal to the Adjustment Escrow Shares. The Adjustment Escrow Shares shall be held by the Escrow Agent under, and released pursuant to, the terms of the Escrow Agreement. The Adjustment Escrow Shares shall be held in trust and shall not be subject to any Lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement.
