Examples of Escrow Contributors in a sentence
Subject to Section 9.10(d) and Section 10.1(g), upon the closing of a Qualified IPO, following receipt of written instructions from Parent and the Stockholders’ Representative as set forth in the Escrow Agreement, the Escrow Agent shall distribute 2/3 of the Escrow Shares and/or Escrow Cash to the Escrow Contributors in accordance with Section 8.1 of the Escrow Agreement.
Except pursuant to Section 12 below, the interests of the Escrow Contributors in the Escrow Account and in the Escrow Shares (along with any Escrow Cash) shall not be assignable or transferable, other than by operation of law.
Upon the distribution of the Escrow Shares and Escrow Cash pursuant to Section 8.1 or 8.2 to the Escrow Contributors, or pursuant to Section 11.4 to the Stockholders’ Representative or his designees, the security interests created pursuant to this Section 2.3 with respect to such Escrow Shares and Escrow Cash shall be automatically released and terminated.
This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of all of the parties hereto; provided, however, that any amendment executed and delivered by the Stockholders’ Representative shall be deemed to have been approved by and duly executed and delivered by all of the Escrow Contributors.
Ordinary cash dividends payable in respect of the Escrow Shares will be paid by Parent directly to the applicable Escrow Contributors and not to the Escrow Agent.
The Escrow Agreement and the Merger Agreement contemplate the release of 2/3 of the Escrow Shares and/or Escrow Cash to the Escrow Contributors upon the closing of a Qualified IPO and the release of any Escrow Shares and/or Escrow Cash remaining in the Escrow Fund on the Company Termination Date, subject in each case to specified exceptions.
Pieper (415) 202-5678 lynn.pieper@westwicke.com ALPHATEC SPINE ANNOUNCES FIRST QUARTER 2010 REVENUE AND FINANCIAL RESULTS - Revenue of $38.4 million; 25.6% growth over Q1 2009 Adjusted EBITDA of $5.4 million - CARLSBAD, Calif., May 10, 2010 – Alphatec Holdings, Inc.
Notices or communications to or from the Stockholder Representative shall constitute notice to or from the Escrow Contributors.
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Promptly after the Closing, the Escrow Cash, without any act of the Escrow Contributors, will be deposited with LaSalle Bank National Association, as escrow agent hereunder, or another institution acceptable to Parent and the Stockholder Representative (the “Escrow Agent”), such deposit of the Escrow Cash to constitute an escrow fund (the “Escrow Fund”) to be governed by the terms set forth herein.