Definition of Adjustment Escrow Fund


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

Examples of Adjustment Escrow Fund in a sentence

Each transfer of Adjustment Escrow Shares to Holdco shall be made by the Escrow Agent delivering to Holdco one or more stock certificates held in each Owner's Adjustment Escrow Fund account evidencing not less than such Owner's pro rata portion of the aggregate number of shares specified in the Adjustment Notice, together with assignments (separate from certificate) executed in blank by such Owner and completed by the Escrow Agent in accordance with instructions included in the Adjustment Notice.
As used herein, the term "Indemnity Escrow Fund" shall be deemed to include the Securities Dividends distributed thereon, if any, and the "Adjustment Escrow Fund" shall be deemed to include the Securities Dividends distributed thereon, if any.
Concurrently with the payment of the Post-Closing Adjustment Excess Amount, Buyer and the Stockholders' Agent shall also jointly instruct the Escrow Agent to pay to each Company Stockholder its Pro Rata Portion of the remaining amount of funds in the Purchase Price Adjustment Escrow Fund.
Any funds or investments remaining in the Purchase Price Adjustment Escrow Fund after application of any payment to be made in accordance with Section 4(a) hereof and Sections 2.2.3.2 and 2.2.4 of the ASSA shall be released to the Distribution Agent (as agent for the Sellers and the EMEA Sellers) in accordance with Section 4(a) hereto.
If the amount of funds in the Purchase Price Adjustment Escrow Fund exceeds the Post-Closing Adjustment Shortfall Amount, then Buyer and the Stockholders' Agent shall also jointly instruct the Escrow Agent to, after paying the Post-Closing Adjustment Shortfall Amount to Buyer, pay to each Company Stockholder its Pro Rata Portion of the remaining amount of funds in the Purchase Price Adjustment Escrow Fund.