Examples of Cash Escrow Fund in a sentence
The Cash Escrow Fund shall be used only in connection with adjusting the Cash Merger Consideration as a result of differences between the Estimated Net Debt at Closing and the Final Net Debt at Closing as set forth in Section 2.02 of the Merger Agreement.
The Cash Escrow Fund and the Stock Escrow Fund shall be known collectively as the "ESCROW FUNDS." The shares of Bridge Preferred being held in the Stock Escrow Fund shall be referred to as the "ESCROW SHARES".
Forty percent of any Release Amount shall be released from the Cash Escrow Fund, and 60% of any Release Amount shall be released from the Stock Escrow Fund.
The Escrow Agent agrees to accept delivery of the Escrow Funds and to hold each of the Cash Escrow Fund and the Stock Escrow Fund in a separate escrow account (collectively, the "ESCROW ACCOUNTS") subject to the terms and conditions of this Agreement.
Any remaining cash in the Cash Escrow Fund (together with all interest earned on such amount) shall be distributed to the Target Stockholders pro rata based on the percentage interests in the Cash Escrow Fund set forth on Exhibit A then in effect.
If the Final Net Debt at Closing exceeds the Estimated Net Debt at Closing, then, promptly following the Notification Date, and in any event within five (5) business days of the Notification Date, the Escrow Agent shall pay to Parent from the Cash Escrow Fund the amount by which the Final Net Debt at Closing exceeds the Estimated Net Debt at Closing, together with all interest earned on such amount.
The Shareholders’ Representative may object to any claim set forth in such Officer’s Certificate by delivering written notice to Parent (and if cash remains in the Cash Escrow Fund or shares of Parent Common Stock remain in the Stock Escrow Fund, to the Escrow Agent) of the Shareholder Representative’s objection (an “Objection Notice”).
On the fifth anniversary of the Closing Date, the remainder of the Cash Escrow Fund and the Stock Escrow Fund not subject to unresolved or unsatisfied claims specified in any Officer’s Certificate delivered to the Shareholders’ Representative and the Escrow Agent prior to the fifth anniversary of the Closing Date (such amount and each Interim Release Amount, a “Release Amount”) shall be released to the Indemnifying Shareholders as provided herein.
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Upon execution of this Agreement, the Escrow Parties will deposit with the Escrow Agent certificates representing, in the aggregate, [ ] Partnership Common Units (the “Unit Escrow Fund” and together with the Cash Escrow Fund, the “Escrow Funds”), issued in the name of certain of the Contributors as set forth on Exhibit A hereto (the “Unit Contributors”).