Common use of Objections to Claims Clause in Contracts

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Agent (as defined in Section 7.2(i) hereof) and for -------------- a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(f)(i) hereof ----------------- unless the Escrow Agent shall have received written authorization from the Shareholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(f) hereof, provided -------------- that no such payment or delivery may be made if the Shareholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Lantronix Inc), Agreement and Plan of Reorganization (Lantronix Inc)

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Objections to Claims. At the time of delivery of any Officer's -------------------- ’s Certificate to the Escrow AgentAgent or written notice pursuant to paragraph (d) above stating that Parent had incurred Losses, a duplicate copy of such certificate shall be delivered to the Shareholder Agent (as defined in Section 7.2(i) hereof) Member Representative, and for -------------- a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(f)(i9.02(d) hereof ----------------- unless the Escrow Agent shall have received written authorization from the Shareholder Agent Member Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock funds from the Escrow Fund in accordance with Section 7.2(f9.02(d) hereof; provided, provided -------------- however, that no such payment or delivery may be made if the Shareholder Agent Member Representative shall object in a written statement to the claim made in the Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period, with a copy of such objection to be promptly delivered to Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Callidus Software Inc), Agreement and Plan of Merger (Callidus Software Inc)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Shareholder Shareholders' Agent (as defined in Section 7.2(i) hereof8.7 below) and for -------------- a period of thirty twenty (3020) days after such deliverydelivery to the Shareholders' Agent of such Officer's Certificate, the Escrow Agent shall make no delivery to of Parent of any Escrow Amounts Common Stock or other property pursuant to Section 7.2(f)(i) 8.4 hereof ----------------- unless the Escrow Agent shall have received written authorization from the Shareholder Shareholders' Agent to make such delivery. After the expiration of such thirty twenty (3020) day period, the Escrow Agent shall make delivery of shares of the Parent Common Stock from or other property in the Escrow Fund in accordance with Section 7.2(f) 8.4 hereof, provided -------------- that no such payment or delivery may be made if the Shareholder Shareholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Parent prior to the expiration of such thirty twenty (3020) day period.

Appears in 2 contracts

Samples: Shareholder Agreement (Digital Island Inc), Agreement and Plan of Reorganization (Sandpiper Networks Inc)

Objections to Claims. At the time of delivery of any Officer's -------------------- Escrow Claim Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Securityholder Agent (as defined in Section 7.2(i) hereof7.2(g)) and for -------------- a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(f)(i7.2(d) hereof ----------------- unless the Escrow Agent shall have received written authorization from the Shareholder Securityholder Agent to make such delivery. After the expiration of such thirty (30) day 30)-day period, the Escrow Agent shall make delivery of shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(f7.2(d) hereof, provided -------------- that no such payment or delivery may be made if the Shareholder Securityholder Agent shall object in a written statement to the claim made in the Officer's Escrow Claim Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day 30)-day period.

Appears in 2 contracts

Samples: Voting Agreement (Cypress Semiconductor Corp /De/), Voting Agreement (Cypress Semiconductor Corp /De/)

Objections to Claims. At the time of delivery of any -------------------- Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Shareholder Agent Stockholders' Agents (as defined in Section 7.2(i) hereof10.8 below) and for -------------- a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts Shares or Escrow Cash pursuant to Section 7.2(f)(i) hereof ----------------- 10.3 unless the Escrow Agent shall have received written authorization from the Shareholder Agent Stockholders' Agents to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock from the Escrow Shares or Escrow Cash in the Escrow Fund in accordance with Section 7.2(f) hereof10.3, provided -------------- that no such payment or delivery may be made if the Shareholder Agent Stockholders' -------- Agents shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Durect Corp)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Merger Agent (as defined in Section 7.2(i) hereof) and counsel for the Trust and for -------------- a period of thirty (30) days after receipt of such deliveryOfficer's Certificate by the Merger Agent, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(f)(i8.2(d) hereof ----------------- unless the Escrow Agent shall have received written authorization from the Shareholder Merger Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(f8.2(d) hereof, provided -------------- that no such payment or delivery may be made if the Shareholder Merger Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period, to the extent of the amount so objected.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Level 8 Systems)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered by Parent to the Shareholder Agent (as defined in Section 7.2(i) hereof) Representative, and for -------------- a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(f)(i7.3(d) hereof ----------------- -------------- unless and until the Escrow Agent shall have received written authorization from the Shareholder Agent Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares of the Parent Common Stock (or cash in lieu thereof) from the Escrow Fund in accordance with Section 7.2(f7.3(d) hereof; provided, provided however, -------------- that no such payment or delivery may be made if the Shareholder Agent Representative shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Shareholder Agreement (Internet Capital Group Inc)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Shareholder Stockholders' Agent (as defined in Section 7.2(i) hereof8.8 below) and for -------------- a period of thirty forty-five (3045) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts Acquiror Common Stock or other property pursuant to Section 7.2(f)(i) 8.5 hereof ----------------- unless the Escrow Agent shall have received written authorization from the Shareholder Stockholders' Agent to make such delivery. After the expiration of such thirty forty-five (3045) day period, the Escrow Agent shall make delivery of shares of Parent the Acquiror Common Stock from or other property in the Escrow Fund in accordance with Section 7.2(f) 8.5 hereof, provided -------------- that no such payment or delivery may be made if the Shareholder Stockholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty forty-five (3045) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Polycom Inc)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Shareholder Shareholders' Agent (as defined in Section 7.2(i) hereof10.8 below) and for -------------- a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts Cash and Escrow Shares pursuant to Section 7.2(f)(i) hereof ----------------- 10.3 unless the Escrow Agent shall have received written authorization from the Shareholder Shareholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock from the Escrow Cash and Escrow Shares in the Escrow Fund in accordance with Section 7.2(f) hereof10.3, provided -------------- that no such payment or delivery may be made if the Shareholder Shareholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Endosonics prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Endosonics Corp)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Shareholder Shareholders' Agent (as defined in Section 7.2(i) hereof8.7 below) and for -------------- a period of thirty forty-five (3045) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts Shares or other property pursuant to Section 7.2(f)(i) 8.4 hereof ----------------- unless the Escrow Agent shall have received written authorization from the Shareholder Shareholders' Agent to make such delivery. After the expiration of such thirty forty-five (3045) day period, the Escrow Agent shall make delivery of shares of Parent the Acquiror Common Stock from or other property in the Escrow Fund in accordance with Section 7.2(f) 8.4 hereof, provided -------------- that no such payment or delivery may be made if the Shareholder Shareholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty forty-five (3045) day period.

Appears in 1 contract

Samples: Acquisition Agreement (Cisco Systems Inc)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate certificate described in Section 7.5(b) to the Escrow Agent, a duplicate copy of such certificate shall be delivered by Buyer to the Shareholder Agent (as defined in Section 7.2(i) hereof) Representative and for -------------- a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery distribution to Parent Buyer of any funds contained in the applicable Escrow Amounts Account against which the Buyer Indemnification Claim was made pursuant to Section 7.2(f)(i7.5(b) hereof ----------------- unless the Escrow Agent shall have received written authorization from the Shareholder Agent Representative to make such deliverydistribution. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock be directed to distribute funds from the applicable Escrow Fund Account in accordance with Section 7.2(f) hereof7.5(b), provided -------------- that no such payment or delivery may be made if the Shareholder Agent Representative shall object in a written statement to the claim Buyer Indemnification Claim made in the Officer's Certificatesuch certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day 30)-day period.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mantech International Corp)

Objections to Claims. At Upon the time of delivery of any an Officer's -------------------- Certificate to the Escrow Agent, the Escrow Agent shall deliver a duplicate copy of such certificate shall be delivered to the Shareholder Agent (as defined in Section 7.2(i) hereof) Selling Shareholders and for -------------- a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts STG Common Stock or other property pursuant to Section 7.2(f)(i) 8.6 hereof ----------------- unless the Escrow Agent shall have received written authorization from the Shareholder Agent Spokesperson for the Selling Shareholders ("Spokesperson"), initially Xxxxxxx X. Xxxxxxxx, but also any successor as chosen by the Selling Shareholders, to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares of Parent the STG Common Stock from or other property in the Escrow Fund in accordance with Section 7.2(f) 8.6 hereof, provided -------------- that no such payment or delivery may be made if the Shareholder Agent Spokesperson shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Escrow Agreement (Savoir Technology Group Inc/De)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Securityholder Agent (as defined in Section 7.2(i) hereof) and for -------------- a period of thirty (30) days after such deliveryreceipt of an Officer's Certificate by the Escrow Agent, the Escrow Agent shall make no delivery transfer to Parent of any Escrow Amounts pursuant to Section 7.2(f)(i6.2(f) hereof ----------------- unless the Escrow Agent shall have received written authorization from the Shareholder Securityholder Agent to make such deliverytransfer. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery cause the transfer agent of Parent Company Stock to transfer shares of Parent Common Stock Shares from the Escrow Fund in accordance with Section 7.2(f6.2(f) hereof, provided -------------- that no such payment or delivery transfer may be made if the Shareholder Securityholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Genesys Telecommunications Laboratories Inc)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Securityholder Agent (as defined in Section 7.2(i) hereof7.2(g)) and for -------------- a period of thirty (30) days after such deliverydelivery to the Escrow Agent and the Securityholder Agent, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(f)(i7.2(d) hereof ----------------- unless the Escrow Agent shall have received written authorization from the Shareholder Securityholder Agent to make such delivery. After the expiration of such thirty (30) day 30)-day period, the Escrow Agent shall make delivery of shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(f7.2(d) hereof, provided -------------- that no such payment or delivery may be made if the Shareholder Securityholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day 30)-day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Rational Software Corp)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Agent Stockholder Representative (as defined in Section 7.2(i) hereof) 7.4), and for -------------- a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(f)(i7.3(d) hereof ----------------- unless and until the Escrow Agent shall have received written authorization from the Shareholder Agent Stockholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(f7.3(d) hereof; provided, provided -------------- however, that no such payment or delivery may be made if the Shareholder Agent Stockholder Representative shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Va Linux Systems Inc)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Shareholder Stockholders' Agent (as defined in Section 7.2(i) hereof7.8 below) and for -------------- a period of thirty forty-five (3045) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts Buyer Common Stock or other property pursuant to Section 7.2(f)(i) 7.5 hereof ----------------- unless the Escrow Agent shall have received written authorization from the Shareholder Stockholders' Agent to make such delivery. After the expiration of such thirty forty-five (3045) day days period, the Escrow Agent shall make delivery of shares of Parent Buyer Common Stock from or other property in the Escrow Fund in accordance with Section 7.2(f) 7.5 hereof, provided -------------- that no such payment or delivery may be made if the Shareholder Stockholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to the Buyer prior to the expiration of such thirty forty-five (3045) day period.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Visual Networks Inc)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Agent (as defined in Section 7.2(i) hereof) Stockholders' Agent, and for -------------- a period of thirty (30) days after such delivery, delivery the Escrow Agent shall make no delivery to Parent Splash of any Escrow Amounts pursuant to Section 7.2(f)(i) hereof ----------------- Amount specified in such Officer's Certificate unless the Escrow Agent shall have received written authorization from the Shareholder Stockholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock an amount from the Escrow Fund in accordance with such Officer's Certificate and Section 7.2(f7.2(d) hereof, provided -------------- that provided, that, no such payment -------- ---- or delivery may be made if the Shareholder Stockholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period. The Stockholder's Agent will only submit an objection in good faith.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Splash Technology Holdings Inc)

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Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Shareholder Shareholders' Agent (as defined in Section 7.2(i) hereof10.9 below) and for -------------- a period of thirty (30) days after such deliverydelivery to the Escrow Agent, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts Assets pursuant to Section 7.2(f)(i) hereof ----------------- 10.4 unless the Escrow Agent shall have received written authorization from the Shareholder Shareholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock from the Escrow Shares, Escrow Cash and Escrow Investments in the Escrow Fund in accordance with Section 7.2(f) hereof10.5, provided -------------- that no such payment or delivery may be made if the Shareholder Shareholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to received by the Escrow Agent and ESS prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ess Technology Inc)

Objections to Claims. At Upon the time of delivery of any an Officer's -------------------- Certificate to the Escrow Agent, the Escrow Agent shall deliver a duplicate copy of such certificate shall be delivered to the Shareholder Agent (as defined in Section 7.2(i) hereof) Xxxxx and for -------------- a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts WMT Common Stock or other property pursuant to Section 7.2(f)(i) 8.6 hereof ----------------- unless the Escrow Agent shall have received written authorization from the Shareholder Agent Spokesperson for Xxxxx ("Spokesperson"), initially Xxxxx, but also any successor as chosen by Xxxxx, to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares of Parent the WMT Common Stock from or other property in the Escrow Fund in accordance with Section 7.2(f) 8.6 hereof, provided -------------- that no such payment or delivery may be made if the Shareholder Agent Spokesperson shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan (Western Micro Technology Inc)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Agent (as defined in Section 7.2(ia) hereof) and for -------------- For a period of thirty (30) days from and after such deliverydelivery of any Officer’s Certificate to the Stockholders’ Agent, Acquiror shall take no action regarding the portion of the Escrow Agent shall make no delivery Fund hereof and/or the Offset equal to Parent the amount of any Escrow Amounts pursuant to Section 7.2(f)(i) hereof ----------------- Damages set forth in the Officer’s Certificate unless the Escrow Agent Acquiror shall have received written authorization from the Shareholder Stockholders’ Agent to make such deliveryretain the applicable portion of the Escrow Fund and/or the Offset. After the expiration of such thirty (30) day period, Acquiror shall retain the Escrow Agent shall make delivery applicable portion of shares of Parent Common Stock from the Escrow Fund and/or the Offset in accordance with Section 7.2(f) hereof9.3 hereof and the Target Stockholders shall no longer be entitled to receive such amount hereunder, provided -------------- that no such payment or delivery retention may be made if the Shareholder Stockholders’ Agent shall object in a written statement to the claim made in the Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent Acquiror prior to the expiration of such thirty (30) day period.. EXECUTION VERSION

Appears in 1 contract

Samples: Agreement and Plan of Merger (Innovus Pharmaceuticals, Inc.)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Shareholder Sellers' Agent (as defined in Section 7.2(i) hereof8.8 below) and for -------------- a period of thirty forty-five (3045) days after such deliverydelivery to the Escrow Agent of such Officer's Certificate, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts cash or other assets pursuant to Section 7.2(f)(i) 8.5 hereof ----------------- unless the Escrow Agent shall have received written authorization from the Shareholder Sellers' Agent to make such delivery. After the expiration of such thirty forty-five (3045) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock from the cash or other assets in the Escrow Fund in accordance with Section 7.2(f) 8.5 hereof, provided -------------- that no such payment or delivery may be made if the Shareholder Sellers' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty forty-five (3045) day period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cisco Systems Inc)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Shareholder Stockholders' Agent (as defined in Section 7.2(i) hereof8.9 below) and for -------------- a period of thirty twenty (3020) days after such deliverydelivery to the Escrow Agent, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts Acquiror Common Stock or other property pursuant to Section 7.2(f)(i) 8.6 hereof ----------------- unless the Escrow Agent shall have received written authorization from the Shareholder Stockholders' Agent to make such delivery. After the expiration of such thirty twenty (3020) day period, the Escrow Agent shall make delivery of shares of Parent the Acquiror Common Stock from or other property in the Escrow Fund in accordance with Section 7.2(f) 8.6 hereof, provided -------------- that no such payment or delivery may be made if the Shareholder Stockholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty twenty (3020) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Synbiotics Corp)

Objections to Claims. (i) At the time of delivery of any Parent Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Stockholder Agent (as defined in Section 7.2(i) hereof) and for -------------- a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(f)(i7.2(d) hereof ----------------- unless the Escrow Agent shall have received written authorization from the Shareholder Stockholder Agent to make such delivery. After the expiration of such thirty (30) day periodperiod but subject to the provisions of Section 7.2(g)(ii) above, the Escrow Agent shall make delivery of shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(f) hereof7.2(g), (i), provided -------------- that (A) no such payment or delivery may be made if the Shareholder Stockholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day periodperiod and (B) no payment shall be made if accruals for Company Losses equal or exceed the amount of Parent Losses set forth in the Parent Officer's Certificate.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Interwave Communications International LTD)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Company Stockholder Agent (as defined in Section 7.2(i) hereof4.2(i)) and for -------------- a period of thirty ten (3010) business days after such delivery, the Escrow Agent shall make no delivery to Parent of any amounts out of the Escrow Amounts Fund, pursuant to Section 7.2(f)(i4.2(e)(A)(i) hereof ----------------- unless the Escrow Agent shall have received written authorization from the Shareholder Company Stockholder Agent to make such delivery. After the expiration of such thirty ten (3010) business day period, the Escrow Agent shall make delivery of shares of Parent Common Stock an amount from the Escrow Fund in accordance with Section 7.2(f4.2(e)(A)(i) hereof, provided -------------- that no such payment or delivery may be made made, or retained for purposes of extending the Escrow pursuant to Section 4.2(c), if the Shareholder Company Stockholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty ten (3010) business day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Network Associates Inc)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate and copies of any relevant supporting documentation shall be delivered to the Shareholder Agent (as defined in Section 7.2(i) hereof) Stockholder Representative, and for -------------- a period of thirty (30) days after such deliverydelivery to the Stockholder Representative, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts pursuant to Section 7.2(f)(i7.2(d) hereof ----------------- unless the Escrow Agent shall have received written authorization from the Shareholder Agent Stockholder Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock from the Escrow Fund in accordance with Section 7.2(f7.2(d) hereof; provided, provided -------------- however, that no such payment or delivery may be made if the Shareholder Agent Stockholder Representative shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cybergold Inc)

Objections to Claims. At the time of delivery of any Officer's -------------------- ’s Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Shareholder Agent Crane Representative (as defined in Section 7.2(i) hereof10.2(j)) and for -------------- a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent the Feiya Designee of any Escrow Amounts Shares pursuant to Section 7.2(f)(i10.2(l)(i) hereof ----------------- unless the Escrow Agent shall have received written authorization from the Shareholder Agent Crane Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares of Parent Feiya Common Stock from the Escrow Fund in accordance with Section 7.2(f10.2(e)(iv) hereof, provided -------------- provided, however, that no such payment or delivery may be made if the Shareholder Agent Crane Representative shall object in a written statement to the claim made in the Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Acquisition Agreement (Silicon Motion Technology CORP)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such certificate Officer's Certificate shall be delivered to the Shareholder Stockholders' Agent (as defined in Section 7.2(i) hereof8.9 below) and for -------------- a period of thirty (30) days after such deliverydelivery to the Escrow Agent, the Escrow Agent shall make no delivery to Parent of any Escrow Amounts Acquiror Common Stock or other property pursuant to Section 7.2(f)(i) 8.6 hereof ----------------- unless the Escrow Agent shall have received written authorization from the Shareholder Stockholders' Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of shares of Parent the Acquiror Common Stock from or other property in the Escrow Fund in accordance with Section 7.2(f) 8.6 hereof, provided -------------- that no such payment or delivery may be made if the Shareholder Stockholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vignette Corp)

Objections to Claims. At the time of delivery of any Officer's -------------------- ’s Certificate to the Escrow Agent, a duplicate copy of such certificate Officer’s Certificate shall be delivered to the Shareholder Escrow Fund Recipient Agent (as defined in Section 7.2(i) hereof) and for -------------- a period of thirty twenty (3020) days after such delivery, the Escrow Agent shall make no delivery to Parent Purchaser of any amount from the Escrow Amounts Fund pursuant to Section 7.2(f)(i9.2(f) hereof ----------------- unless the Escrow Agent shall have received written authorization from the Shareholder Escrow Fund Recipient Agent to make such delivery. After the expiration of such thirty twenty (3020) day period, the Escrow Agent shall make delivery of shares of Parent Common Stock Escrow Consideration from the Escrow Fund in accordance with Section 7.2(f9.2(f) hereof; provided, provided -------------- however, that no such payment or delivery may be made if the Shareholder Escrow Fund Recipient Agent shall object in a written statement to the claim made in the Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty twenty (3020) day period.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Clorox Co /De/)

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