Holdback has the meaning set forth in Section 4.1(d)(i).
Indemnity Escrow Amount means $3,000,000.
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.
Retained Amount means the present value (as determined in accordance with sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto.
Escrow Amount has the meaning set forth in Section 2.1(c).
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 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.
Holdback Amount has the meaning set forth in Section 2.06(a).
Applicable Par Call Date means with respect to the (i) 2028 Notes, June 12, 2028, (ii) 2031 Notes, May 12, 2031, (iii) 2041 Notes, February 12, 2041, (iv) 2051 Notes, February 12, 2051 and (v) 2061 Notes, February 12, 2061.
Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.
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.
Applicable Portion means, with respect to any holder of shares of Preferred Stock, a number of shares of Preferred Stock calculated by multiplying the aggregate number of shares of Preferred Stock held by such holder immediately prior to a Qualified Financing by a fraction, the numerator of which is equal to the amount, if positive, by which such holder’s Pro Rata Amount exceeds the number of Offered Securities actually purchased by such holder in such Qualified Financing, and the denominator of which is equal to such holder’s Pro Rata Amount.
Escrow Shares shall be deemed to include the Non-Cash Dividends distributed thereon, if any.
Escrow Cash is defined in Section 4.1(a).
Indemnification Escrow Amount has the meaning specified in Section 3.6(a).
Escrow Fund has the meaning ascribed to it in Section 7.2(a).
Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.
Working Capital Escrow Amount means $2,000,000.
Escrow Property means the Escrow Funds and the Certificates delivered to the Escrow Agent as contemplated by Section 1(c) hereof.
Declined Amount as defined in Section 2.12(e).
Allocable Excess Proceeds will mean the product of:
Applicable Investor means each holder of a beneficial interest in any Class A Note that is (i) an EEA credit institution or investment firm subject to the CRR, including any consolidated group affiliate thereof; (ii) an EEA insurer or reinsurer subject to the Solvency II Regulation; or (iii) an EEA alternative investment fund manager to which the AIFM Regulation applies.
Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).
Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).
Escrow Deposit shall have the meaning set forth in Section 2.2(a).
Applicable Share Limit means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding.