Escrowed Merger Consideration Sample Clauses

Escrowed Merger Consideration. (a) Notwithstanding anything in this Agreement to the contrary, the Exchange Agent shall not pay to the Shareholders that portion of the Merger Consideration to be deposited in the Indemnity Escrow or the Adjustment Holdback until such time as such amounts are distributable pursuant to the Escrow Agreement.
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Escrowed Merger Consideration. (a) On the Effective Time, Parent shall use commercially reasonable efforts to cause its transfer agent for Parent Common Stock (the “Transfer Agent”) to electronically transfer, by crediting the account of the prime broker of the Escrow Agent with The Depositary Trust Company (“DTC”) through its Deposit/Withdrawal At Custodian system (the “DWAC System”), such number of shares of Parent Common Stock (the “Escrowed Parent Shares”) equal to the quotient of $2,000,000 divided by the Implied Per Share Price, which shares the Escrow Agent shall deposit in an escrow account (the “Escrow Account”) established in accordance with an escrow agreement to be entered into among Parent, the Member Representative and the Escrow Agent, consistent with the terms set forth in this Agreement and other customary terms and conditions reasonably acceptable to Parent and the Company for similar agreements (the “Escrow Agreement”). The Escrow Agreement shall terminate no sooner than the fifth (5th) Business Day following the final determination of the Adjusted Company Merger Consideration pursuant to Section 2.9. The Escrow Agreement shall provide that Parent is, for federal income tax purposes, the owner of the Escrowed Parent Shares and is taxable on any earnings thereon. If any payment is required to be made to Parent pursuant to this Section 2.8, Parent and the Member Representative shall promptly provide written instructions to the Escrow Agent, pursuant to the terms of the Escrow Agreement, to deliver to Parent out of the Escrow Account an amount of Parent Common Stock that in the aggregate is equal in value to such required payment, with each share of Parent Common Stock valued for these purposes at the Implied Per Share Price.
Sample 1
Escrowed Merger Consideration. Of the Closing Cash Merger Consideration $12,000,000 shall constitute escrowed merger consideration (the “Closing Escrowed Merger Consideration”; together with the Deferred Payment Escrow Amount, the “Escrowed Merger Consideration”).
Sample 1
Escrowed Merger Consideration. At the Effective Time, Parent shall deliver to the Escrow Agent pursuant to the Escrow Agreement share certificates in the name of the Stockholder representing such number of Merger Consideration Shares equal to: (i) 5% of the Merger Consideration Shares (as calculated prior to adjustment pursuant to Section 2.2(d), and rounded to the nearest whole share) (the “Adjustment Shares”) and (ii) 10% of the Merger Consideration Shares (as calculated prior to adjustment pursuant to Section 2.2(d), and rounded to the nearest whole share) (the “Indemnification Shares”), which shares shall be deducted from the shares of Parent Common Stock issued and delivered to the Stockholder pursuant to Section 2.3(b). The Parties agree to treat the Adjustment Shares and the Indemnification Shares as received and owned by the Stockholder for federal income tax purposes, in all cases to the extent not released to Parent pursuant to Section 2.2(d)(i) or Section 10.5, and to file all Tax Returns on a basis consistent with such treatment. For avoidance of doubt, the Stockholder shall have the right to vote the Adjustment Shares and the Indemnification Shares held in escrow, and any dividends or distributions paid on the Adjustment Shares or Indemnification Shares held in escrow shall be paid to the Stockholder.
Sample 1
Escrowed Merger Consideration. At the Effective Time, Parent shall deliver to the Escrow Agent pursuant to the Escrow Agreement one or more share certificates in the name of the Stockholder representing shares of Parent Common Stock equal to 10% of the Merger Consideration (rounded to the nearest whole share) (the “Escrowed Shares”), which shares shall be deducted from the shares of Parent Common Stock delivered to the Stockholder at the Effective Time as provided in Section 2.3(b). The Parties agree to treat the Escrowed Shares as received and owned by the Stockholder for U.S. federal income tax purposes, in all cases to the extent not released to Parent pursuant to Section 8.5, and to file all Tax Returns on a basis consistent with such treatment. For the avoidance of doubt, the Stockholder shall have the right to vote the Escrowed Shares held in escrow, and any dividends or distributions paid on the Escrowed Shares held in escrow shall be paid to the Stockholder.
Sample 1
Escrowed Merger Consideration. Notwithstanding the other provisions of this Article 1, Parent shall deliver to the Escrow Agent that number of Merger Shares equal to (i) $22,000,000 divided by (ii) the Closing Exchange Price, and rounded to a whole number of shares on a holder-by-holder basis (such amount, the “Escrowed Merger Consideration”, and such Merger Shares to be delivered to the Escrow Agent as Escrowed Merger Consideration, the “Escrowed Merger Shares”). The portion of the Escrowed Merger Shares contributed on behalf of each Company Stockholder and Eligible Derivative Security Holder shall be in proportion to the aggregate number of Merger Shares to which such holder would otherwise be entitled to under Section 1.7. The Escrowed Merger Shares shall be withheld from the Merger Shares otherwise deliverable to the Company Stockholders and Eligible Derivative Security Holders on the Closing Date. The Escrowed Merger Shares shall be deposited with the Escrow Agent in an escrow fund (the “Escrow Fund”) and disbursed in accordance with the Escrow Agreement.
Sample 1
Escrowed Merger Consideration. A portion of the Initial Consideration Amount equal to $6,600,000 shall constitute escrowed merger consideration (the “Escrowed Merger Consideration”). The Escrowed Merger Consideration shall be withheld from the Initial Consideration Amount otherwise deliverable to the Company Stockholders and Eligible Derivative Security Holders on the Closing Date. The Escrowed Merger Consideration shall consist of Merger Shares and cash in the same proportion as the Section 1.8(a)(i) Amount. On the Closing Date, the Escrowed Merger Consideration shall be deposited by the Parent with the Escrow Agent in an escrow fund (the “Escrow Fund”) and disbursed with the accrued interest (with respect to any cash component of the Escrowed Merger Consideration only) to the Company Stockholders and the Eligible Derivative Security Holders in accordance with the Escrow Agreement. Any Merger Shares comprising the Escrowed Merger Consideration shall be valued at the Closing Exchange Price. The portion of the Escrowed Merger Consideration contributed by the Parent with respect to each Company Stockholder and Eligible Derivative Security Holder shall be in proportion to the portion of the Initial Consideration Amount to which such holder is entitled to as set forth on Exhibit D.
Sample 1
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Escrowed Merger Consideration. The "Escrowed Cash" shall equal $5,000,000. The "Escrowed Bridge Preferred Shares" shall equal the quotient of $20,000,000 divided by the Liquidation Preference, rounded down to the nearest whole share. The Escrowed Cash and the Escrowed Bridge Preferred Shares (collectively, the "Escrow Fund") shall be deposited by Parent with the Escrow Agent (as defined in the Escrow Agreement) at the Effective Time and subsequently distributed to the parties entitled thereto in accordance with the terms of the Escrow Agreement attached as Exhibit A hereto (the "Escrow Agreement"). The Escrowed Bridge Preferred Shares, and any shares of Parent Common Stock or Permanent Preferred Stock into which such shares are converted, will appear as issued and outstanding on the balance sheet of Parent and will be legally outstanding under applicable state law.
Sample 1
Escrowed Merger Consideration. (a) Notwithstanding any other provision of this Agreement, at the Closing, Buyer, the Principal Company Stockholders named therein, the Stockholders' Representatives, the Escrow Agent named therein (the "ESCROW AGENT"), and the holders of Company Options or Company Restricted Shares named therein (the "ADDITIONAL ESCROW PARTIES") will execute and deliver an Escrow Agreement in the form of the attached EXHIBIT 3.3 (the "ESCROW AGREEMENT") (with such additional revisions, prior to the Closing, as Buyer, the Company and the Stockholder Representatives may mutually agree after consultation with the Escrow Agent). A number of the shares of Buyer Common Stock that would otherwise be issuable in the Merger at the Effective Time to the Principal Company Stockholders and the Additional Escrow Parties equal to the Indemnification Stock Number shall not be distributable to the Principal Company Stockholders or the Additional Escrow Parties but shall instead be deposited with the Escrow Agent in accordance with the terms of the Escrow Agreement. The Shares of Buyer Common Stock issued into escrow pursuant to this Section 3.3(a), shall be referred to herein as the "ESCROWED MERGER CONSIDERATION." Twenty percent (20%) of the Escrowed Merger Consideration (the "SCHEDULE 16.2 ESCROWED SHARES") shall be used solely in respect of Schedule 16.2 Costs (as hereinafter defined). The remaining portion of the Escrowed Merger Consideration which is not Schedule 16.2 Escrowed Shares shall hereinafter be referred to as the "OTHER ESCROWED MERGER CONSIDERATION". The Escrowed Merger Consideration shall be subtracted from the shares of Buyer Common Stock otherwise issuable to the Principal Company Stockholders and the Additional Escrow Parties pursuant to the terms of this Agreement in accordance with the respective amounts of merger consideration (without regard to that received by the Summit Parties in respect of Company Redeemable Preferred Stock or pursuant to Section 2.5(d)(ii)) received at the Closing, measured by value with any shares of Buyer Common Stock being valued at the Closing Date Price Per Share. Attached as SCHEDULE 3.3 hereto, for illustrative purposes only, is a model calculation of the allocation of the Escrowed Merger Consideration among the Principal Company Stockholders and Additional Escrow Parties, which model is based on the assumptions set forth therein. The Other Escrowed Merger Consideration and Third Party License Escrowed Shares shall be held by the Escro...
Sample 1

Related to Escrowed Merger Consideration

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

  • Payment of Merger Consideration (a) As soon as reasonably practicable after the Effective Time, the Surviving Entity (or its successor in interest) shall deliver to each holder of SPE LLC Interests whose SPE LLC Interests have been converted into the right to receive the Merger Consideration pursuant to Section 1.05(b) hereof, the Merger Consideration payable to such holder in the amounts and form provided in Section 1.05(b) hereof. The issuance of the OP Units and admission of the recipients thereof as limited partners of the Operating Partnership pursuant to Section 1.05(b) shall be evidenced by an amendment to Exhibit A of the Operating Partnership Agreement, and the Operating Partnership shall deliver, or cause to be delivered, an executed copy of such amendment to each Pre-Formation Participant receiving OP Units hereunder. Each certificate representing REIT Shares issuable as Merger Consideration shall bear the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE CORPORATION AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE CORPORATION’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE CORPORATION’S CHARTER, (I) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE CORPORATION’S COMMON STOCK IN EXCESS OF % (IN VALUE OR NUMBER OF SHARES) OF THE OUTSTANDING SHARES OF COMMON STOCK OF THE CORPORATION UNLESS SUCH PERSON IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (II) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK OF THE CORPORATION IN EXCESS OF % OF THE VALUE OF THE TOTAL OUTSTANDING SHARES OF CAPITAL STOCK OF THE CORPORATION, UNLESS SUCH PERSON IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (III) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN CAPITAL STOCK THAT WOULD RESULT IN THE CORPORATION BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (IV) NO PERSON MAY TRANSFER SHARES OF CAPITAL STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK IN EXCESS OR IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP SET FORTH IN (I) THROUGH (III) ABOVE ARE VIOLATED, THE SHARES OF CAPITAL STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO A TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE CORPORATION MAY TAKE OTHER ACTIONS, INCLUDING REDEEMING SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE AND ABSOLUTE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL CAPITALIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE CHARTER OF THE CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF CAPITAL STOCK OF THE CORPORATION ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE.

  • Recitals Merger Consideration Section 5.2(b) Merger Sub.................................................................................................

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Adjustment of Merger Consideration If, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Merger Consideration shall be appropriately adjusted.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Deposit of Merger Consideration At or prior to the Effective Time, Parent shall (i) authorize the Exchange Agent to issue an aggregate number of shares of Parent Common Stock equal to the aggregate Merger Consideration, and (ii) deposit, or cause to be deposited with, the Exchange Agent, to the extent then determinable, any cash payable in lieu of fractional shares pursuant to Section 2.3(f) (the “Exchange Fund”).

  • Stock Consideration 3 subsidiary...................................................................53

  • Delivery of Merger Consideration As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Book-Entry Share immediately prior to the Effective Time a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration, in such form as the Company and Parent may reasonably agree. Upon proper surrender of a Certificate or Book-Entry Share for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration (which shall be in non-certificated book-entry form) in respect of the shares of Company Common Stock formerly represented by such Certificate or Book-Entry Share and such Certificate or Book-Entry Share so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares.

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

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