Escrow Fund Clause Samples
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Escrow Fund. As security for the indemnity provided for in Section 7.2 hereof and by virtue of this Agreement and the Merger Agreement, VEO and the VEO Shareholders will be deemed to have received and deposited with the Escrow Agent (as defined below) the Escrow Amount (as defined below) (plus any additional shares as may be issued upon any stock split, stock dividend or recapitalization effected by C1 after the Effective Time with respect to the Escrow Amount) without any act of VEO or any VEO Shareholders. As soon as practicable after the Effective Time, the Escrow Amount, without any act of any VEO Shareholders, will be deposited with U.S. Bank Trust, N.A. (or other institution acceptable to C1 and the Securityholder Agent (as defined in Section 7.4(g) below)) as Escrow Agent (the "Escrow Agent"), such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein. Notwithstanding anything else herein, the Escrow Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such latter execution shall not affect the binding nature of this Agreement as of the date hereof among the signatories hereto. Nothing herein shall limit the liability of C1, VEO or the Principal Shareholders for any breach of any representation, warranty, or covenant contained in this Agreement if the Merger does not close. C1 may not receive any shares from the Escrow Fund unless and until Officer's Certificates (as defined in paragraph (d)(i) below) identifying Losses, in excess of $100,000 (the "Threshold Amount") have been delivered to the Escrow Agent as provided in paragraph (d) below, in which case C1 shall be entitled to recover all Losses in excess of the Threshold Amount; provided, however, with respect to (i) Third Party Expenses in excess of the $125,000 and, (ii) any amounts required to be paid by C1 pursuant to Section 5.18, the aforementioned $100,000 Threshold Amount shall not be applicable for purposes of claims of Losses against the Escrow Amount. For purposes of the Escrow Fund, the representations and warranties of VEO and the Principal Shareholders in this Agreement shall be read without reference to materiality.
Escrow Fund. 11 Section 3.6
Escrow Fund. Notwithstanding anything to the contrary set forth in this Agreement, Parent shall be entitled to withhold from the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock in the Merger pursuant to Section 2.7(b)(i) an amount of cash equal to the Company Stockholder Escrow Amount. The Company Stockholder Escrow Amount shall be withheld from each holder of Company Common Stock on a pro rata basis, calculated based on each holder’s Company Stockholder Pro Rata Percentage. 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”). If, as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger), a holder of Company Common Stock shall Table of Contents hold any Unvested Company Capital Stock, then that portion of any Final Adjusted Merger Consideration otherwise payable under this Agreement in respect of any Vested Company Capital Stock held by such Company Stockholder shall be withheld and deposited into the Escrow Fund prior to the deposit of any Final Adjusted Merger Consideration payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) (“Unvested Cash”) and, thereafter, any Unvested Cash payable to such Company Stockholder under this Agreement shall be withheld and deposited into the Escrow Fund if and only to the extent necessary to satisfy such Company Stockholder’s entire escrow contribution obligation under this Agreement (with the understanding and agreement that any Unvested Cash so deposited into the Escrow Fund on behalf of any such Company Capital Stockholder shall vest prior to any Unvested Cash payable under this Agreement in respect of any Unvested Company Capital Stock held by such Company Stockholder that is not so deposited into the Escrow Fund). The Escrow Fund shall be held and distributed in accordance with the provisions of the Escrow Agreement. The Escrow Agent shall hold the Escrow Fun...
Escrow Fund. (a) At the Closing, Acquiror will deposit with the Escrow Agent an amount equal to the sum of (a) Three Million Dollars ($3,000,000) (the “Stakeholders’ Agent Escrow Amount”), plus (b) Fifty Five Million Dollars ($55,000,000) (the “Indemnity Escrow Amount” and collectively with the Stakeholders’ Agent Escrow Amount, the “Escrow Fund”). The Escrow Fund will be governed by the terms set forth in the Escrow Agreement. The Indemnity Escrow Amount will be available (i) to indemnify Acquiror pursuant to the indemnification provisions set forth in this Section 9, and (ii) to make any payment on behalf of the Former Stakeholders to Acquiror pursuant to Section 2.13. The Stakeholders’ Agent Escrow Amount will be available, without the requirement of any consent or approval by Acquiror, to indemnify and hold the Stakeholders’ Agent harmless against any liability, loss, damage, penalty, fine, cost or expense incurred by the Stakeholders’ Agent without gross negligence or willful misconduct on the part of the Stakeholders’ Agent and arising out of or in connection with the acceptance or administration of its duties under this Agreement and the Escrow Agreement, and in no event will any of such liabilities, losses, damages, penalties, fines, costs or expenses payable to the Stakeholders’ Agent be paid from the Indemnity Escrow Amount.
(b) On the first Business Day following the Initial Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholder’s Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund and (ii) the sum of (A) Twenty Three Million Dollars ($23,000,000) (the “Three Year Escrow Amount”) and (B) a reserve amount equal to the estimate of Damages set forth in the Claims Notices relating to all pending and unresolved Claims. On the first Business Day following the Final Claim Termination Date, Acquiror and the Stakeholders’ Agent will be obligated to instruct the Escrow Agent to pay to each Former Stakeholder, in immediately available funds from the Indemnity Escrow Amount of the Escrow Fund, a dollar amount equal to each such Former Stakeholders’ Pro Rata Portion of the difference between (i) the aggregate amount then held in the Indemnity Escrow Amount of the Escrow Fund...
Escrow Fund. “Escrow Fund” shall mean the escrow fund established pursuant to the Escrow Agreement.
Escrow Fund. Concurrently herewith, Parent, the Stockholder Representative and the Escrow Agent shall have executed and delivered an escrow agreement in form satisfactory to both Parent and Company (the "Escrow Agreement") under which Computershare Trust Company of Canada or another Person mutually satisfactory to Parent and the Company shall act as escrow agent (the "Escrow Agent") with respect to an escrow fund (the "Escrow Fund") for the purposes of securing the payment of the indemnification obligations of the Company Stockholders pursuant to Article VI. Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount. The Merger Consideration payable to the Company Stockholders at the Closing but for this Section 2.3(d) shall be reduced by an amount equal to each Stockholder's Pro Rata Portion as set forth opposite each Stockholder's name on Schedule 2.3(d) hereto. Upon the termination of the Escrow Fund in accordance with the Escrow Agreement, each Company Stockholder shall receive such Stockholder's Pro Rata Portion previously withheld from the Merger Consideration otherwise payable to such Company Stockholder less a pro rata amount of any indemnification obligations, if any, pursuant to Article VI, paid from the Escrow Fund. The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow Fund.
Escrow Fund. In addition to the initial deposits with respect to Taxes and, if applicable, Insurance Premiums made by Borrower to Lender on the date hereof to be held by Lender in escrow, Borrower shall pay to Lender on the tenth day of each calendar month (a) one-twelfth of an amount which would be sufficient to pay the Taxes payable, or estimated by Lender to be payable, during the next ensuing twelve (12) months and (b) at the option of Lender, if the liability or casualty Policy maintained by Borrower covering the Property shall not constitute a reasonably approved blanket or umbrella Policy pursuant to Subsection 3.3(c) hereof, or Lender shall require Borrower to obtain a separate Policy pursuant to Subsection 3.3(c) hereof, one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the Policies upon the expiration thereof (the amounts in (a) and (b) above shall be called the "Escrow Fund"). In the event Lender shall elect to collect payments in escrow for Insurance Premiums, Borrower shall pay to Lender an initial deposit to be determined by Lender, in its reasonable discretion, to increase the amounts in the Escrow Fund to an amount which, together with anticipated monthly escrow payments, shall be sufficient to pay all Insurance Premiums and Taxes as they become due. Borrower agrees to notify Lender immediately of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. The Escrow Fund and the payments of interest or principal or both, payable pursuant to the Note shall be added together and shall be paid as an aggregate sum by Borrower to Lender. Lender will apply the Escrow Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 3.3 and 3.4 hereof. If the amount of the Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 3.3 and 3.4 hereof, Lender shall, in its discretion, return any excess to Borrower or credit such excess against future payments to be made to the Escrow Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If the Escrow Fund is not sufficient to pay the items set forth in (a) and (b) above, Borrower shall promptly pay t...
Escrow Fund. (a) The escrow fund (the “Escrow Fund") referred to in this Agreement consists of (i) the shares of Parent Preferred Stock issuable to the Company Equity Participants pursuant to Section 1.5(a)(ii)(B) and Section 1.11 hereof, (ii) all Milestone Payments made in accordance with this Agreement and the Parent Preferred Stock Terms and (iii) any cash or securities (including a right to acquire securities) distributed with respect to either the Parent Preferred Stock or the Milestone Payments referred to in (ii): (A) as a dividend or other distribution thereon, (B) upon the exercise of a right of purchase, conversion or exchange attaching thereto, (C) upon a subdivision or compulsory conversion, exchange, redemption or repurchase thereof, or (D) in connection with a take-over bid, plan of arrangement, amalgamation, merger or similar transaction. The total of all amounts referred to in (ii) and (iii) are referred to herein as the “Indemnity Portion of the Escrow Fund".
(b) At the Effective Time, a certificate or certificates representing the Parent Preferred Stock shall be registered in the name of, and be deposited with, Pacific Corporate Trust Company (or other institution selected by Parent with the consent of the Company, which shall not be unreasonably withheld) as escrow agent (the “Escrow Agent’), such deposit to constitute the initial property of the Escrow Fund, to be governed by the terms set forth herein and in the Escrow Agreement attached hereto as Exhibit P. The property in the Indemnity Portion of the Escrow Fund shall be available to compensate Parent pursuant to the indemnification obligations of the Company Equity Participants. In the event Parent issues any securities or makes any payment that would constitute part of the Indemnity Portion of the Escrow Fund, such securities will be issued, and such payment will be made, in the name of the Escrow Agent and delivered to the Escrow Agent in the same manner as the Parent Preferred Stock delivered at the Closing.
(c) Each Company Equity Participant will have voting rights, as applicable, with respect to voting shares comprising the Escrow Fund so long as such shares are held in escrow, and Parent will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Fund remains in the Escrow Agent’s possession pursuant to this Agreement, the Company Equity Participants for whom such shares are held will retain and will be able to exercise all other incidents of ownership ...
Escrow Fund. 16 5.2 Indemnification..............................................................................16 5.3
Escrow Fund. (a) Within five (5) days of the final determination of the Total NDI Value, the Escrow Shares shall be deposited with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Trust Company in Milwaukee, Wisconsin, (or other institution selected by the Corporation with the reasonable consent of NDI) as escrow agent (the "Escrow Agent"), such deposit to constitute the Escrow Fund and to be governed by the terms set forth herein and in the Escrow Agreement. At such time, each NDI Principal Shareholder also shall deposit with the Escrow Agent blank stock powers, duly endorsed in blank, relating to the Escrow Shares. The Escrow Fund shall be available to compensate Corporation pursuant to the indemnification obligations of the NDI Principal Shareholders. In the event Corporation issues any Additional Escrow Shares (as defined in Section 10.1(b), below), such shares and blank stock powers therefor will be delivered to the Escrow Agent in the same manner as the Escrow Shares and stock powers delivered within five (5) days of the final determination of the Total NDI Value.
(b) Except for dividends paid in stock declared with respect to the Escrow Shares ("Additional Escrow Shares"), which shall be treated pursuant to Section 10.1(a) hereof, and cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares will be delivered to the NDI Principal Shareholders on a pro rata basis. Each NDI Principal Shareholder will have voting rights with respect to the Escrow Shares deposited in the Escrow Fund with respect to such NDI Principal Shareholder so long as such Escrow Shares are held in escrow, and the Corporation will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the NDI Principal Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreement.
(c) The Escrow Shares shall be adjusted to reflect fully the effect of any stock split, reverse stock split, reorganization, recapitalization or any like change with respect to Corporation Common Stock.