Earnout Escrow Account definition

Earnout Escrow Account has the meaning specified in Section 3.06(b)(i).
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Earnout Escrow Account has the meaning specified in Section 1.09.
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Earnout Escrow Account as defined in the Closing Date Acquisition Agreement.
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Examples of Earnout Escrow Account in a sentence

  • PubCo shall instruct the Escrow Agent to irrevocably and unconditionally release the surrendered portion of the Earnout Shares from the Earnout Escrow Account to PubCo, and PubCo shall cancel such surrendered portion of the Earnout Shares.

  • Thus, we leave formalizing these arguments to future work.Conjecture 1 (Unsoundness).

  • The portion of the Class B Exchange Shares that shall be withheld at the Closing for deposit in the Earnout Escrow Account, and any disbursement from the Earnout Escrow Account to Pubco, shall be allocated among the Class B Sellers based on each such Seller’s relative Pro Rata Share (as between themselves).

  • While the Earnout Shares are held in the Earnout Escrow Account, the Seller shall be entitled to vote all Earnout Shares.

  • The Purchaser shall have delivered the Stockholder Earnout Shares into the Earnout Escrow Account for contingent future distribution upon the occurrence of certain events as set forth in this Agreement and the Earnout Escrow Agreement.

  • Unless otherwise required by Law, all distributions made from the Earnout Escrow Account shall be treated by the Parties as an adjustment to the Exchange Consideration received by the Sellers pursuant to Article II hereof.

  • Each Class B Seller shall also have the right to vote such Seller’s relative Pro Rata Share (as between themselves) of the Earnout Escrow Shares (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted) during the time held in the Earnout Escrow Account as Earnout Escrow Shares.

  • At or prior to the Effective Time, the Purchaser shall deposit, or cause to be deposited, with the Exchange Agent the Stockholder Merger Consideration (and not the Stockholder Earnout Shares, which will be deposited in the Earnout Escrow Account in accordance with Section 1.16) (such fund, the “Exchange Fund”).

  • By way of example, if such price per share is $18.00 and the First Earnout has not previously been earned and issued, the First Earnout shall be deemed earned (and the applicable but Earnout Shares shall be released from the Earnout Escrow Account) but the Second Earnout, the Third Earnout or the Fourth Earnout shall not be earned and such amounts shall not be released from the Earnout Escrow Account to the Stockholder Representative.

  • Subject to the terms and conditions of this Agreement, at or prior to the Merger Closing, PubCo shall cause Seller to deposit the Earnout Shares into the Earnout Escrow Account (as defined below) to be released to the Seller or surrendered by the Seller to PubCo for forfeiture and cancellation subject to the surrender provisions set forth on Annex I hereto.


More Definitions of Earnout Escrow Account

Earnout Escrow Account has the meaning stated in the Escrow Agreement.
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Earnout Escrow Account has the meaning set forth in Section 2.04(b).
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Earnout Escrow Account means the account where the Merger Agreement provided that the Earnout Shares would be deposited at
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Earnout Escrow Account means the account established pursuant to the Escrow Agreement to hold the Earnout Escrow Amount.
Sample 1

Related to Earnout Escrow Account

  • 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.

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).

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

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

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

  • Escrow Accounts means (1) accounts of Parent or any Subsidiary, solely to the extent any such accounts hold funds set aside by Parent or any Subsidiary to manage the collection and payment of amounts collected, withheld or incurred by Parent or such Subsidiary for the benefit of third parties relating to: (a) federal income tax withholding and backup withholding tax, employment taxes, transportation excise taxes and security related charges, (b) any and all state and local income tax withholding, employment taxes and related charges and fees and similar taxes, charges and fees, including, but not limited to, state and local payroll withholding taxes, unemployment and supplemental unemployment taxes, disability taxes, xxxxxxx’x or workers’ compensation charges and related charges and fees, (c) state and local taxes imposed on overall gross receipts, sales and use taxes, fuel excise taxes and hotel occupancy taxes, (d) passenger facility fees and charges collected on behalf of and owed to various administrators, institutions, authorities, agencies and entities, (e) other similar federal, state or local taxes, charges and fees (including without limitation any amount required to be withheld or collected under applicable law) and (f) other funds held in trust for, or otherwise pledged to or segregated for the benefit of, an identified beneficiary; or (2) accounts, capitalized interest accounts, debt service reserve accounts, escrow accounts and other similar accounts of Parent or any Subsidiary or funds established in connection with the ARB Indebtedness.

  • Professional Fee Escrow Account means an interest-bearing account funded by the Debtors with Cash on the Effective Date in an amount equal to the Professional Fee Amount.

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

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

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

  • 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.

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

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

  • Escrow Fund has the meaning ascribed to it in Section 7.2(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 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 Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.

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

  • Deposit Escrow Agreement has the meaning set forth in Section 2.2.

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

  • Seller Account shall have the meaning set forth in the preamble of this Agreement.

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

  • Expense Reserve Account The trust account established pursuant to Section 10.3(d).

  • Escrowed Payment means an aggregate cash payment of up to $250,000;

  • Reserve Account Initial Deposit means cash or Eligible Investments having a value of at least $____________.