Escrowed Consideration. At the Closing, the Emdeon Entities shall deliver to the Escrow Agent under the Escrow Agreement, for deposit into an escrow fund on behalf of the Company Member Equity Recipients, $4,750,000 of the Base Cash Consideration (the “Escrowed Cash”) and 758,000 of the Base EBS Master Units (the “Escrowed EBS Master Units”), and, together with the Escrowed Cash, the “Escrowed Consideration”) that, in each case, was otherwise payable to the Company Member Equity Recipients. Pursuant to the Escrow Agreement, the Escrowed Consideration shall be distributed to the Members’ Representative, for the benefit of the Company Member Equity Recipients, and/or the Emdeon Entities, pursuant to the terms of the Escrow Agreement.
Escrowed Consideration. Such number of shares of Parent Common Stock equal to the Stock Price less $385,000 divided by the Average Closing Price (the "Escrowed Shares") plus the cash portion of any fractional shares upon conversion (calculated in accordance with Section 1.05(d)) (the "Escrowed Cash") shall be held in escrow (the Escrowed Shares and the Escrowed Cash are herein collectively referred to as the "Escrowed Consideration") for a period of one (1) year from the Closing Date, subject to Section 2.02 and Section 2.03 and subject to Article IX, pursuant to the terms and subject to the conditions set forth in the Escrow Agreement.
Escrowed Consideration. A portion of the Total Purchase Price equal to $4,750,000 (together with any earnings thereon, the “Escrowed Consideration”), shall be withheld from the cash otherwise deliverable to the Seller on the Closing Date. On the Closing Date, the Escrowed Consideration shall be deposited by the Buyer into an escrow account (the “Escrow Account”) with the Escrow Agent pursuant to the Escrow Agreement.
Escrowed Consideration. In connection with the Closing Transfer, the Parties shall execute the Escrow Agreement attached hereto as Exhibit D (the “Escrow Agreement”) between the Parties and a mutually agreeable third-party escrow company (the “Escrow Agent”), which sets forth, among other matters, detailed escrow instructions for the Closing Transfer and either (i) the release of the Cash Purchase Price to Sellers in accordance with Section 4.03 of this Agreement; or (ii) the return of the Cash Purchase Price to Buyer in accordance with Section 4.04 of this Agreement.
Escrowed Consideration. On or prior to the Closing, the Representative, the Sole Stockholder, Parent and the Escrow Agent shall enter into the Escrow Agreement. Upon receipt of evidence from the Delaware Secretary of the filing of the Certificate of Merger, Parent shall deposit the Escrowed Consideration with the Escrow Agent to be held in escrow for a period of one year from the Closing Date, with respect to the Escrowed Cash Consideration, and for a period of three years from the Closing Date, with respect to the Escrowed Stock Consideration, each subject to the provisions of ARTICLE XI. The Escrowed Consideration shall be used solely to satisfy Damages, if any, for which the Parent Indemnified Persons are entitled to indemnification pursuant to ARTICLE XI, including any payment obligations set forth in Section 2.07(c).
Escrowed Consideration. One half of the shares of Parent Common Stock issued to the Common Stock Holders (the "Escrowed Consideration") shall be held in escrow for a period of one (1) year from the Closing Date or such shorter period as set forth in this Agreement, subject to Section 2.02 and Section 2.03 and subject to Article IX, pursuant to the terms and subject to the conditions set forth in the Escrow Agreement among the parties hereto and Continental Stock Transfer & Trust Company, as Escrow Agent, in the form attached as Exhibit B hereto (the "Escrow --------- Agreement") with such modifications as may be reasonably acceptable to the Company and Parent, as requested by the Escrow Agent.
Escrowed Consideration. On or prior to the Closing, the Representative, Parent and the Escrow Agent shall enter into the Escrow Agreement. Upon receipt of evidence from the Delaware Secretary of the filing of the Certificate of Merger, Parent shall deposit the Escrowed Consideration with the Escrow Agent to be held in escrow for a period of one year from the Closing Date, subject to the provisions of ARTICLE X. The Escrowed Consideration shall be used solely to satisfy Damages, if any, for which the Parent Indemnified Persons are entitled to indemnification pursuant to ARTICLE X, including any payment obligations set forth in Section 2.07(c).
Escrowed Consideration. (a) The Buyer shall hold the Escrowed Consideration as collateral security for the obligations of Seller and the Members pursuant to Articles 9 and 10 hereof, and to facilitate the Purchase Price adjustments, if any, set forth below. Subject to the Purchase Price adjustments, if any, set forth below, and provided Seller and the Members have complied with all of their respective covenants and obligations hereunder, Buyer shall pay the Escrowed Consideration to Seller in accordance with Section 2.5 (b) above.
Escrowed Consideration. Subject to the limitations set forth in Section 9.3 above, and for so long as the Buyer is holding the Escrowed Consideration in accordance with the provisions hereof, the Buyer shall have the right to offset any indemnification claim against the Escrowed Consideration then being held by it; provided, however, that (i) such right of offset shall not limit or otherwise restrict the indemnification and other rights of Buyer hereunder or under applicable law, and (ii) Buyer shall give Seller's Representative not less than ten business days prior notice of such offset, and if Seller's Representative shall, within such ten day period, provide a notice of dispute to such offset, then Buyer shall not exercise such right of offset and shall continue to hold such Escrowed Consideration until such dispute shall be resolved in accordance with the provisions of Section 2.7(b) hereof. Subject to the provisions of Section 10.1 below, and provided Buyer has no outstanding indemnification claims then pending, Buyer shall pay the Escrowed Consideration to Seller in accordance with Section 2.5 (b) above.
Escrowed Consideration. 1.1 Each Stockholder hereby authorizes Republic to deliver to the Escrow Agent on behalf of such Stockholder, simultaneously with the execution and delivery of this Escrow Agreement, a stock certificate or certificates registered in the name of such Stockholder representing its pro rata interest in the Escrowed Consideration as set forth on Schedule I hereto (as to each Stockholder, the "Pro Rata Interest"); and each Stockholder is delivering to the Escrow Agent a stock transfer power or powers executed by such Stockholder in blank, to be held for use in connection with the shares of Republic Common Stock to be included in the Escrowed Consideration. By execution of this Agreement and of Schedule I hereto, the Escrow Agent hereby acknowledges receipt of such certificates and stock powers. Copies of the certificates evidencing the Escrowed Consideration are attached hereto as Exhibits "A" and "B."
