Escrow Distributions definition
Examples of Escrow Distributions in a sentence
If on [INSERT DATE 18 MONTHS FROM THE EFFECTIVE TIME OF MERGER] Parent has no then pending Claim and Parent has not given notice to the Escrow Agent directing the Escrow Agent not to distribute the Escrow Shares and the Escrow Distributions, the parties agree that the Escrow Agent shall distribute all of the then remaining Escrow Shares and Escrow Distributions to the Exchange Agent for distribution to the Stockholders.
Consistent with the foregoing, to the extent there are any Escrow Distributions, the amounts which would otherwise have been paid to such dissenting Stockholders had they not exercised their rights under the Appraisal Laws, shall be paid to Purchaser.
Parent Escrow Distributions shall be made from the cash in the Escrow Account and then from the remaining Escrow Funds (as defined in the Escrow Agreement) in the Escrow Account, in accordance with the terms and provisions of the Escrow Agreement.
In the event that all of the Aggregate Escrow Distributions are not made pursuant to Section 2.3(b) by the Escrow Expiration Date (as it may be extended), the Escrow Agent shall return Escrow Shares to WMI for cancellation.
As security for the payment of the Net Stock Proceeds and the Escrow Distributions, Promptus shall pledge to GTI its interest in 72.1267% of (i) the shares of VideoServer Common Stock held by it (excluding shares of VideoServer Common Stock subject to the NAC Escrow Agreement) pursuant to the terms of a stock pledge agreement in the form of Exhibit B attached hereto and (ii) Promptus' interest in the Escrow Distributions pursuant to the terms of a pledge agreement in the form of Exhibit C attached hereto.
Notwithstanding the foregoing, any Escrow Distributions that are to be distributed to the Stockholders under the terms of the Escrow Agreement shall be made by the Escrow Agent in lieu of Parent in accordance with the Escrow Agreement, and the Representative shall provide the Escrow Agent with a written instruction specifying each Stockholder’s Distribution Percentage or specific amount.
Any payments of the Escrow Distributions, the Representative Holdback Surplus and any other amounts (including payments of any Final Adjustment Surplus) (any such payment, an “Additional Payment”) to be made to the Stockholders following the Closing shall be made to the Stockholders pro rata according to each Stockholder’s Distribution Percentage.
Upon such surrender and exchange of such Company Common Stock Certificates there shall be paid to the record holders thereof the Common Cash Conversion Amount for the shares of Company Common Stock, except that the amounts of any Escrow Distribution shall be paid when and if to the extent that Escrow Distributions are made.
Upon such surrender and exchange of such Company Common Stock Certificates there shall be paid to the record holders thereof the Common Cash Conversion Amount for the shares of Company Common Stock, except that the amounts of any Escrow Distribution shall be paid when, if and to the extent that Escrow Distributions are made.
Seller shall be treated for Tax purposes as the owner of the Indemnity Escrow Shares and shall be subject to Tax on all interest and earnings earned in connection with the Indemnity Escrow Shares, and the Escrow Agreement shall provide that at the time any such Taxes are due, the Escrow Agent shall release to Seller an amount of the Indemnity Escrow Shares or Escrow Distributions from the Escrow Account, pursuant to the Escrow Agreement, sufficient to allow Seller to pay such Taxes.