Adjusted Escrow Amount definition

Adjusted Escrow Amount means the Escrow Amount minus the Escrowed Transaction Expenses.
Sample 1
Adjusted Escrow Amount means (A) a number of Parent Ordinary Shares equal to (x) theEscrow Amount less (y) the Non-Accredited Escrow Share Adjustment (clauses (x) and (y), the “Adjusted Share Escrow Amount”); and (B) an amount of cash equal to the Non-Accredited Escrow Cash Adjustment.
Sample 1
Adjusted Escrow Amount means an amount equal to [*]
Sample 1

Examples of Adjusted Escrow Amount in a sentence

  • On the date that is twenty four (24) months from the Closing Date, Buyer shall instruct the Escrow Agent to distribute to Seller an amount (which shall not be less than zero) equal to (A) the remaining balance of the Adjusted Escrow Amount less (B) the amount of any Unresolved Claims.

  • The Adjusted Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent (to the extent not utilized to pay the Buyer Indemnified Group for any such claims resolved in favor of the Buyer Indemnified Group) upon resolution of such claims in accordance with Article IX, and Buyer and Seller shall deliver instructions to the Escrow Agent pursuant to the Escrow Agreement directing that any such payment be so made.

  • The Representative may be changed by the Company Securityholders upon the written approval of the holders of a majority in interest of the Pro Rata Portions of the Adjusted Escrow Amount from time to time and upon prior written notice to the Parent; provided, however, that the Representative may not be removed unless holders of a two-thirds interest of the Adjusted Escrow Amount agree in writing to such removal and to the identity of the substituted agent.

  • If for any reason there is no Representative at any time, all references herein to the Representative shall be deemed to refer to the designee of the holders of a majority in interest of the Pro Rata Portions of the Adjusted Escrow Amount.

  • Notwithstanding the foregoing, the Representative may resign at any time by providing written notice of intent to resign to the Company Securityholders and the Parent, which resignation shall be effective upon the earlier of (i) thirty (30) calendar days following delivery of such written notice or (ii) the appointment of a successor by the holders of a majority in interest of the Adjusted Escrow Amount.

  • Promptly after the delivery of the Stockholder Consent pursuant to Section 6.1, the Buyer will deposit, or cause to be deposited, with the Paying Agent for the benefit of the Equityholders, cash in an amount equal to (i) the Initial Consideration, plus (ii) the aggregate amount of the Series Bl Call Purchase Prices set forth on Exhibit D (which amount is [*]), minus (iii) the Adjusted Escrow Amount and minus (iv) the Adjusted SR Fund Amount.


More Definitions of Adjusted Escrow Amount

Adjusted Escrow Amount means (A) a number of Parent Ordinary Shares equal to (x) the Escrow Amount less (y) the Non-Accredited Escrow Share Adjustment (clauses (x) and (y), the “Adjusted Share Escrow Amount”); and (B) an amount of cash equal to the Non-Accredited Escrow Cash Adjustment.
Sample 1

Related to Adjusted Escrow Amount

  • Adjustment Escrow Amount means $1,000,000.

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Indemnity Escrow Amount means $3,000,000.

  • Working Capital Escrow Amount means $2,000,000.

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Escrow Cash is defined in Section 4.1(a).

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.

  • Escrow Fund has the meaning ascribed to it in Section 7.2(a).

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Indemnification Escrow Amount has the meaning specified in Section 3.6(a).

  • Escrow Deposit shall have the meaning set forth in Section 2.2(a).

  • Retained Excess Cash Flow Amount means, at any date of determination, an amount, determined on a cumulative basis, that is equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date; provided that such amount shall not be less than zero for any Excess Cash Flow Period.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.