Aggregate Escrow definition
Examples of Aggregate Escrow in a sentence
The Indemnifying Parties on whose behalf the Aggregate Escrow Amount was contributed to the Escrow Fund agree that the Stockholder Representative shall have the right to be reimbursed solely from the Escrow Fund for the Stockholder Representative Expenses.
The adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the stockholders of Company shall constitute approval of the Escrow Agreement and all arrangements related thereto, including the depositing of the Aggregate Escrow Amount into the Escrow Fund.
In full satisfaction of Parent's obligations hereto, the aggregate consideration to be paid in accordance with the terms of this Section 2.7 to the Company Stockholders (the "Merger Consideration") shall be the sum of (a) the Closing Amount (as reduced by the applicable portion of the Aggregate Escrow Amount pursuant to Section 2.3 and Article V) plus (b) the First Future Amount, if any, plus (c) the Second Future Amount, if any, plus (d) the Third Future Amount, if any.
Parent shall deposit into such Escrow Fund promptly following the Closing the Aggregate Escrow Amount.
By virtue of this Agreement and as security for the indemnity obligations provided for in Section 6.2 hereof, at the Effective Time, Parent shall deposit the Aggregate Escrow Amount into the Escrow Fund as set forth in Section 2.3(d).
If the Representative and Parent should so agree, a memorandum setting forth such agreement will be prepared and signed by both parties and, except as set forth in the next sentence, within ten days of entering into such memorandum, each Indemnifying Securityholder will wire transfer to Parent immediately available funds equal to its Aggregate Escrow Funding Percentage of the amount of cash agreed to be delivered to Parent in the memorandum.
All reasonable and documented expenses, if any, incurred by the Representative in connection with the performance of his, her or its duties as the Representative in connection with General Liability Claims will be borne and paid by the Indemnifying Securityholders according to their Aggregate Escrow Funding Percentage (the “General Representative Expenses”).
The Representative shall have authority and power to act on behalf of each Effective Time Holder with respect to the disposition, settlement or other handling of all claims against the Aggregate Escrow Cash under this Article 11 and all rights or obligations with respect to the Aggregate Escrow Cash arising under this Article 11.
For purposes of this Section 6.4, the “Aggregate Distribution Amount” shall be the Aggregate Escrow Balance as of the Escrow Termination Date minus the Aggregate Pending Claim Amount.
Notwithstanding the foregoing, at least 40% of the Aggregate Escrow Amount must consist of Cash Consideration.