Escrow Allocation definition

Escrow Allocation means with respect to any Stockholder an amount equal to the product of (1) the quotient obtained by dividing (A) the Series D Shares (on an as-converted-to-Company Common Stock basis) and shares of Company Common Stock held by such Stockholder immediately prior to the Effective Time, over (B) the Series D Shares (on an as-converted-to-Company Common Stock basis) and shares of Company Common Stock held by all Stockholders immediately prior to the Effective Time, multiplied by (2) the Escrow Amount.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Escrow Allocation means the following allocation of the Escrow Amount among the Privateer Stockholders (a) with respect to each Privateer Stockholder, a number of shares of Tilray Class 2 Common Stock equal to the product of (i) such Privateer Stockholder’s Pro Rata Portion, multiplied by (ii)

Escrow Allocation means with respect to each of the U.S. Partnerships, and each of the Management Holders, the percentage of the Base Purchase Price to be received at Closing (subject to adjustments pursuant to Section 2.7(a)) pursuant to Section 2.2(b)(i)-(iii) by each of the foregoing Parties prior to giving effect to any reduction of such payments in respect of the Escrow Allocation Amount, which percentages shall sum to 100%.

Examples of Escrow Allocation in a sentence

• The parties hereto acknowledge and agree that the Company will amend the Escrow Allocation Schedule as of the Effective Time to (i) reflect any actual adjustments and allocation of the Merger Consideration required by Section 3.5(a)(ii) or necessary in connection with the exercise of any options or warrants; and (ii) instruct the Escrow Agent as to the portion of the Payment Fund payable as of the Effective Time to each of the Securityholders.

• The Escrow Amount shall be funded by withholding from the distributions to the holders of Series D Shares and Company Common Stock (as contemplated by Section 2.5.1(c)(iv), an amount from each such Stockholder equal to each such Stockholder’s Escrow Allocation.

• The Base Consideration Allocation Schedule and Escrow Allocation Schedule sets forth, and will set forth as of the Effective Time, the true and accurate allocation of the Merger Consideration among the Securityholders in accordance with the Certification of Formation, the Operating Agreement and any applicable Law.

• Each Securityholders’ percentage interest in the amounts deposited in the CUNA Escrow Account shall be set forth on the Escrow Allocation Schedule.

• In such event, each Escrow Participant shall have a number of votes equal to such Escrow Participant’s Escrow Allocation Percentage multiplied by 100 and the authorization of a majority of such number of votes shall be binding on all of the Escrow Participants and shall constitute the authorization of the Escrow Participants.

• In connection with the final distribution of Escrow Shares pursuant to Section 3.2(b), the Escrow Agent shall preliminarily determine the fractional share value (between 0 and 1) to which each Securityholder would be entitled using the Escrow Allocation Percentages attached hereto as Exhibit A.

• The Escrow Allocation Schedule shall include an estimate of the distributions to be made from the Escrow Amount in respect of the Company Participation Units.

• In accordance with Section 8.7(b) of the Merger Agreement, upon such claims resolution or receipt of such instructions, the Escrow Agent shall promptly distribute any remaining Escrow Shares to the Securityholders (in accordance Section 2.3(b) of the Merger Agreement and the Escrow Allocation Percentages attached hereto as Exhibit A) or as directed in such instructions, as the case may be, in full discharge of the Escrow Agent's obligations with respect to the Escrow Shares under this Agreement.

• Upon completion of the Indemnification Holdback Period, the Escrow Agent shall disburse such amount of the Indemnification Holdback Amount to the applicable Company Stockholder and Management Employees in accordance with the Indemnification Escrow Allocation Schedule.

• Except as provided in the final paragraph of Section 8.2(a), the liability of any Former Target Stockholder for damages under this Article VIII shall be several and not joint, and any assertion of Damages against any Former Target Stockholder may only be made pro rata based on the percentage of Escrow Shares attributable to each Former Target Stockholder, as set forth in the Escrow Allocation.

More Definitions of Escrow Allocation

Escrow Allocation means the following allocation of the Escrow Amount among the Privateer Stockholders (a) with respect to each Privateer Stockholder, a number of shares of Tilray Class 2 Common Stock equal to the product of (i) such Privateer Stockholder’s Pro Rata Portion, multiplied by (ii) the first one-half of the Escrow Amount (the “Stockholder Escrow Shares”) and (b) with respect to a Founder, a number of shares of Tilray Class 2 Common Stock equal to the product of (i) the applicable Founder Pro Rata Portion, multiplied by (ii) the remaining one-half of the Escrow Amount (the “Founder Escrow Shares”).

Escrow Allocation means an account awarded

Escrow Allocation means the product obtained by multiplying (i) a number equal to 20% of the Purchaser Shares issued pursuant to or in connection with the transactions contemplated by this Agreement by (ii) a fraction, (x) the numerator of which shall equal the Purchaser Shares issued to such Shareholder pursuant to Sections 2.03(b)(ii) and (iii) of this Agreement and (y) the denominator of which shall equal the total Purchaser Shares issued to all Shareholder pursuant to Sections 2.03(b)(ii) and (iii) of this Agreement.