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 Officer's Certificate shall be delivered to the Stockholders' Agents (as defined in Section 10.9 below) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery of Escrow Shares pursuant to Section 10.4 unless the Escrow Agent shall have received written authorization from the Stockholders' Agents to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares in the Escrow Fund in accordance with Section 10.4, provided that no such delivery may be made if the 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 2 contracts

Samples: Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Softbank America Inc)

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Objections to Claims. At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, a duplicate copy of such Officer's ’s Certificate shall be delivered to the Stockholders' Agents ’ Agent (as defined in Section 10.9 below) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery of Escrow Shares pursuant to Section 10.4 the Escrow Agreement unless the Escrow Agent shall have received written authorization from the Stockholders' Agents ’ Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares in the Escrow Fund in accordance with Section 10.4the Escrow Agreement, provided that no such delivery may be made if the Stockholders' Agents ’ 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 and to Acquiror prior to the expiration of such thirty (30) day period.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Deltagen Inc), Agreement and Plan of Merger and Reorganization (Deltagen Inc)

Objections to Claims. At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Stockholders' Agents (as defined in Section 10.9 below) Seller and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery transfer to Purchaser or the Indemnified Party, as the case may be, of any Escrow Shares Amounts pursuant to Section 10.4 8.5(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agents Seller to make such deliverytransfer. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery Agent, pursuant to the terms of the Escrow Shares in Agreement, shall transfer the funds from the Escrow Fund in accordance with Section 10.48.5(d) hereof; provided, provided however, that no such delivery may be made if the Stockholders' Agents Seller 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 and to Acquiror prior to the expiration of such thirty (30) day period, then the Escrow Agent will not transfer any amounts disputed by Seller in such written statement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Westell Technologies Inc)

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow AgentAgent as described in Section 7.2(d)(i), a duplicate copy of such Officer's Certificate shall be delivered to the Stockholders' Agents Securityholder Agent (as defined in Section 10.9 below) 7.3), and for a period of thirty (30) days after such delivery, delivery the Escrow Agent shall make no delivery to Acquiror of any Escrow Shares Amounts pursuant to Section 10.4 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agents Securityholder Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares in shares of Acquiror Common Stock from the Escrow Fund in accordance with Section 10.47.2(d) hereof, provided that no such payment or delivery may be made if the Stockholders' Agents 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 and to Acquiror prior to the expiration of such thirty (30) day period. The Securityholder Agent shall concurrently deliver a copy of such written statement to Acquiror.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Peoplesoft Inc)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the Stockholders' Agents Agent (as defined in Section 10.9 7.7 below) by certified mail, return receipt requested, and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery of Escrow Shares pursuant to Section 10.4 or Additional Escrow Shares unless the Escrow Agent shall have received written authorization from the Stockholders' Agents Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares in the or Additional Escrow Fund Shares in accordance with Section 10.47.4 hereof, provided that no such payment or delivery may be made if the Stockholders' Agents 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 Buyer prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fonix Corp)

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the StockholdersShareholders' Agents Agent (as defined in Section 10.9 10.8 below) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery of Escrow Cash and Escrow Shares pursuant to Section 10.4 10.3 unless the Escrow Agent shall have received written authorization from the StockholdersShareholders' Agents Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Cash and Escrow Shares in the Escrow Fund in accordance with Section 10.410.3, provided that no such delivery may be made if the StockholdersShareholders' Agents 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 Niku prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Niku Corp)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the StockholdersShareholders' Agents Agent (as defined in Section 10.9 11.9 below) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery of Escrow Shares pursuant to Section 10.4 10.6 unless the Escrow Agent shall have received written authorization from the StockholdersShareholders' Agents Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares in the Escrow Fund in accordance with Section 10.410.6, provided that no such delivery may be made if the Stockholders-------- Shareholders' Agents 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 Active prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Active Software 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 Officer's Certificate certificate shall be delivered to the Stockholders' Agents Securityholder Agent (as defined in Section 10.9 below7.2(g)) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Shares Amounts pursuant to Section 10.4 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agents Securityholder Agent to make such delivery. After the expiration of such thirty (30) day 30)-day period, the Escrow Agent shall make delivery of the Escrow Shares shares in the Escrow Fund in accordance with Section 10.47.2(d) hereof, provided that no such delivery may be made if the Stockholders' Agents 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 and to Acquiror prior to the expiration of such thirty (30) day 30)-day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Digitalthink Inc)

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the Stockholders' Agents (as defined in Section 10.9 10.7 below) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery of the Escrow Shares Consideration pursuant to Section 10.4 10.3 unless the Escrow Agent shall have received written authorization from the Stockholders' Agents to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares Consideration in the Escrow Fund in accordance with Section 10.410.3, provided provided, however that no such delivery may be made if the 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 (Aspect Telecommunications Corp)

Objections to Claims. At the time of delivery of any -------------------- Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the StockholdersShareholders' Agents (as defined in Section 10.9 below) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery of Escrow Shares pursuant to Section 10.4 unless the Escrow Agent shall have received written authorization from the StockholdersShareholders' Agents to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares in the Escrow Fund in accordance with Section 10.4, provided that no such delivery -------- may be made if the StockholdersShareholders' 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 (Yahoo Inc)

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the Stockholders' Agents (as defined in Section 10.9 below) Agent 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 of Escrow Shares or Escrow Cash pursuant to Section 10.4 8.4 unless and until the Escrow Agent shall have received written authorization from the Stockholders' Agents Agent to make such delivery. After the expiration of such thirty forty-five (3045) day period, the Escrow Agent shall make delivery of the Escrow Shares or Escrow Cash then in the Escrow Fund in accordance with Section 10.48.4, provided that no such payment or delivery may be made if the Stockholders' Agents 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 Parent prior to the expiration of such thirty forty-five (3045) day period.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Tumbleweed Communications Corp)

Objections to Claims. (a) At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the StockholdersShareholders' Agents Agent (as defined in Section 10.9 below) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery of Escrow Shares pursuant to Section 10.4 unless the Escrow Agent shall have received written authorization from the StockholdersShareholders' Agents Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares in the Escrow Fund in accordance with Section 10.4, provided that no such delivery may be made if the StockholdersShareholders' Agents -------- 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 Merger (Worldres Com 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 Officer's Certificate certificate shall be delivered to the Stockholders' Agents Securityholder Agent (as defined in Section 10.9 below7.2(g) ) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to Parent of any Escrow Shares Amounts pursuant to Section 10.4 7.2(d) hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agents Securityholder Agent to make such delivery. After the expiration of such thirty (30) day -day period, the Escrow Agent shall make delivery of the Escrow Shares shares in the Escrow Fund in accordance with Section 10.47.2(d) hereof, provided that no such delivery may be made if the Stockholders' Agents 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 and to Acquiror prior to the expiration of such thirty (30) day -day period.

Appears in 1 contract

Samples: Non Competition Agreement (Cypress Semiconductor Corp /De/)

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Objections to Claims. At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, a duplicate copy of such Officer's ’s Certificate shall be delivered to the Stockholders' Agents ’ Agent (as defined in Section 10.9 9.8 below) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery of Escrow Shares any property pursuant to Section 10.4 9.5 hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agents ’ Agent to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of property in the Escrow Shares in Indemnity Portion of the Escrow Fund in accordance with Section 10.49.5 hereof, provided that no such payment or delivery may be made if the Stockholders' Agents ’ 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 and to Acquiror Parent prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (MIGENIX Inc.)

Objections to Claims. (a) At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the REBA Stockholders' Agents Agent (as defined in Section 10.9 below) and for ). For a period of thirty (30) days xays after such delivery, the Escrow Agent shall make no delivery of Escrow Shares Acquiror Common Stock or other property pursuant to Section 10.4 8.4 hereof or the Escrow Agreement unless the Escrow Agent shall have received written authorization from the REBA Stockholders' Agents Agent to make such delivery. After the expiration of such ox xxch thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 10.48.4 hereof, provided that no such payment or delivery may be made if the StockholdersShareholders' Agents 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 (Applied Microsystems Corp /Wa/)

Objections to Claims. At the time of delivery of any -------------------- Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the Stockholders' Agents (as defined in Section 10.9 below) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery of Escrow Shares pursuant to Section 10.4 10.5 unless the Escrow Agent shall have received written authorization from the Stockholders' Agents to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares in the Escrow Fund in accordance with Section 10.410.5, provided that no such delivery may be made if the 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 (Applied Micro Circuits Corp)

Objections to Claims. At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, a duplicate copy of such Officer's ’s Certificate shall be delivered to the Stockholders' Agents (as defined in Section 10.9 below) Stockholders Representative and for a period of thirty (30) days after such deliverydelivery to the Escrow Agent of such Officer’s Certificate, the Escrow Agent shall make no delivery of Escrow Shares funds pursuant to Section 10.4 9.6 hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agents Stockholders Representative to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares funds in the Escrow Fund in accordance with Section 10.49.6 hereof, provided that no such payment or delivery may be made if the Stockholders' Agents Stockholders 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 and to Acquiror prior to the expiration of such thirty (30) day period.

Appears in 1 contract

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

Objections to Claims. At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered to the Stockholders' Agents (as defined in Section 10.9 below) Seller and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery transfer to Autodesk or the Indemnified Party, as the case may be, of any Escrow Shares Amounts pursuant to Section 10.4 9.5.3 hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agents Seller to make such deliverytransfer. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery Agent, pursuant to the terms of the Escrow Shares in Agreement, shall transfer the funds from the Escrow Fund Amount in accordance with Section 10.49.5.3 hereof; provided, provided however, that no such delivery may be made if the Stockholders' Agents Seller 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 and to Acquiror prior to the expiration of such thirty (30) day period, then the Escrow Agent will not transfer any amounts disputed by Seller in such written statement.

Appears in 1 contract

Samples: Technology Transfer Agreement (Avatech Solutions Inc)

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the StockholdersShareholders' Agents (as defined in Section 10.9 below) and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery of Escrow Shares pursuant to Section 10.4 unless the Escrow Agent shall have received written authorization from the StockholdersShareholders' Agents to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares in the Escrow Fund in accordance with Section 10.4, provided PROVIDED that no such delivery may be made if the StockholdersShareholders' 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 (Yahoo Inc)

Objections to Claims. (a) At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, the Acquiror shall also deliver a duplicate copy of such Officer's ’s Certificate shall be delivered to the Stockholders' Agents (as defined in Section 10.9 below) and for ’ Agent. For a period of thirty (30) days after delivery of such deliveryOfficer’s Certificate, the Escrow Agent shall make no delivery payment of amounts from the Escrow Shares Fund pursuant to Section 10.4 9.4 hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agents ’ Agent to make such deliverypayment. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery payment of the Escrow Shares amounts in the Escrow Fund in accordance with Section 10.49.4 hereof, provided that no such delivery payment may be made if the Stockholders' Agents ’ 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 and to Acquiror prior to the expiration of such thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Packeteer Inc)

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