Common use of Escrow Period Clause in Contracts

Escrow Period. The Escrow Period shall terminate at the expiration of one year after the Effective Date; provided, however, that a portion of the Escrow Shares, which, in the reasonable judgment of PTI, subject to the objection of the Representative of the Shareholders and the subsequent arbitration of the matter in the manner provided in Section 10.2(h) hereof, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall remain in the Escrow Fund until such claims have been resolved.

Appears in 1 contract

Samples: Share Acquisition Agreement (Performance Technologies Inc \De\)

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Escrow Period. The Escrow Period shall terminate at the expiration of one year after ------------- 18 months following the Effective Closing Date; provided, however, that a portion of the Escrow SharesFund, which, in the reasonable judgment of PTIGeoCities, subject to the objection of the Representative of the Shareholders Shareholders' Agent and the subsequent resolution or arbitration of the matter in the manner provided in Section 10.2(h) hereof8.5, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate (as defined in Section 8.3(a) below) theretofore delivered to the Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall remain in the Escrow Fund until such claims have been resolved.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Geocities)

Escrow Period. The Escrow Period shall terminate at with respect to the Escrow Shares upon the expiration of one year after twelve months from the Effective DateTime; provided, however, that a portion of the Escrow Shares, which, in the reasonable judgment of PTIAcquiror, subject to the objection of the Representative of the Shareholders Shareholders' Agent and the subsequent arbitration of the matter in the manner provided in Section 10.2(h) 8.7 hereof, is are necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall remain in the Escrow Fund until such claims have been resolved.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cisco Systems Inc)

Escrow Period. The Escrow Period shall terminate at with respect to the Escrow Shares upon the expiration of one year after six (6) months from the Effective DateTime; provided, however, that a portion of the Escrow Shares, which, in the reasonable judgment of PTIAcquiror, subject to the objection of the Representative of the Shareholders Shareholders' Agent and the subsequent arbitration of the matter in the manner provided in Section 10.2(h) hereof8.7 of the Reorganization Agreement, is are necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall remain in the Escrow Fund until such claims have been resolved.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cardiovascular Dynamics Inc)

Escrow Period. The Escrow Period shall terminate with respect to the Escrow Fund at the expiration of one year twelve (12) months after the Effective DateTime of Closing; provided, however, that a portion of the Escrow SharesFund, which, in the reasonable judgment of PTIPurchaser, subject to the objection of the Representative of the Shareholders Seller and the subsequent arbitration of the matter in the manner provided in Section 10.2(h) 8.6 hereof, is necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall remain in the Escrow Fund until such claims have been resolved.

Appears in 1 contract

Samples: Acquisition Agreement (Cisco Systems Inc)

Escrow Period. (a) The Escrow Period shall terminate at upon the expiration of one year twenty-four (24) months after the Effective DateTime; provided, however, that a portion of the Escrow Shares, which, in the reasonable judgment of PTIParent, subject to the objection of the Representative of the Shareholders Shareholders' Agent and the subsequent arbitration of the matter in the manner provided in Section 10.2(h) hereof, is 9.7 hereof are necessary to satisfy the expected Damages attributable to any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall remain in the Escrow Fund until such claims have been resolved.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Mdsi Mobile Data Solutions Inc /Can/)

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Escrow Period. The Escrow Period shall terminate at with respect to all of the Escrow Shares upon the expiration of one year after six months from the Effective DateTime; provided, however, that a portion of the Escrow Shares, which, in the reasonable judgment of PTIAcquiror, subject to the objection of the Representative of the Shareholders Shareholders' Agent and the subsequent arbitration of the matter in the manner provided in Section 10.2(h) 8.7 hereof, is are necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to 42. 48 expiration of the Escrow Period, shall remain in the Escrow Fund until such claims have been resolved.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cardiovascular Dynamics Inc)

Escrow Period. The Escrow Period escrow period shall terminate at the expiration of one year 24 months after the Effective DateTime (the “Escrow Period”) and upon such termination the amounts remaining in the Escrow Fund shall be released and delivered to the Stockholders Representative on behalf of the Equity Holders; provided, however, that a portion of the Escrow SharesFund, which, in the reasonable judgment of PTI, subject to the objection of the Representative of the Shareholders and the subsequent arbitration of the matter in the manner provided in Section 10.2(h) hereof, which is necessary to satisfy any unsatisfied claims specified in any Officer's ’s Certificate (defined in Section 9.6 below) theretofore delivered to the Escrow Agent prior to termination of the Escrow Period with respect to facts and circumstances existing prior to expiration of the Escrow Period, shall remain in the Escrow Fund until such claims have been resolved.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ARGON ST, Inc.)

Escrow Period. The Escrow Period Fund shall terminate at the expiration of one year 12 months after the Effective Date; Closing Date (the period from the Closing to such date referred to as the "ESCROW PERIOD"), provided, however, that a that portion of the Escrow SharesFund, which, in the reasonable judgment of PTINiku, subject to the objection of the Representative of the Shareholders Shareholders' Agent and the subsequent arbitration resolution of the matter in the manner provided in Section 10.2(h) hereof10.7 and except to the extent contemplated by Section 10.2(b), is are necessary to satisfy any unsatisfied claims specified in any Officer's Certificate theretofore delivered to the Escrow Agent made prior to termination of the 35 42 Escrow Period with respect to facts and circumstances existing Damages incurred or litigation pending prior to expiration of the Escrow Period, shall remain in the Escrow Fund until such claims have been finally resolved.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Niku Corp)

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