Escrow Holders definition

Escrow Holders means the escrow holders as further defined herein.
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Escrow Holders means Company Stockholders and holders of Eligible Vested Company Options.
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Escrow Holders means those individuals set forth in Schedule “B” hereto whose securities of the Resulting Issuer will be subject to Escrow, that, for the avoidance of doubt, shall not include Sea Hunter Holdings;
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Examples of Escrow Holders in a sentence

  • Escrow Holder's knowledge of matters affecting the property, provided such facts do not prevent compliance with these instructions, does not create any liability or duty in addition to these instructions.

  • Escrow Holder's duties hereunder shall be limited to the proper handling of such money and the proper safekeeping of such instruments, or other documents received by Escrow Holder, and for the disposition of same in accordance with the written instructions accepted by Escrow Holder.

  • Escrow Holder's sole duty and responsibility shall be to place said wire transfer instructions with its wiring bank upon confirmation of (1) satisfaction of conditions precedent or (2) document recordation at close of escrow.

  • Any instruction for bank wire will provide reasonable time or notice for Escrow Holder's compliance with such instruction.

  • Escrow Holder shall deposit and hold the Xxxxxxx Money in Escrow Holder's escrow account which is a non-interest bearing account at an FDIC insured financial institution.

  • The parties to this escrow acknowledge that the maintenance of such escrow accounts with some depository institutions may result in Escrow Holder's being provided with an array of bank services, accommodations or other benefits by the depository institution.

  • If required by Escrow Holder, Buyer and Seller agree to execute Escrow Holder's standard escrow instructions, provided that the same are consistent with and do not conflict with the provisions of this Agreement.

  • Buyer and Seller shall each pay fifty percent (50%) of Escrow Holder's customary and reasonable charges to buyers and sellers for the preliminary title report, escrow services, document drafting, recording and miscellaneous charges (the “Escrow Expenses”).

  • Seller represents and warrants to Buyer that Seller is not, and as of the Close of Escrow will not be, a foreign person within the meaning of Internal Revenue Code Section 1445 or an out-of-state seller under California Revenue and Tax Code Section 18805 and that it will deliver to Buyer on or before the Close of Escrow a non- foreign affidavit on Escrow Holder's standard form pursuant to Internal Revenue Code Section 1445(b)(2) and the Regulations promulgated thereunder and a California Form 590-RE.

  • Escrow Holders Acknowledgment der will provide the parties an escrow holder acknowledgment.


More Definitions of Escrow Holders

Escrow Holders means each of Peter Schloo, Patrick Mohan, James Fairbairn and Wray Carvelas.
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Escrow Holders means the persons who own Escrowed Securities.
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Escrow Holders. Address” 3 1.8 “Due Diligence Period” 3
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Escrow Holders. Address” - § 1.7 “Exchange Instructions” - § 20 “Due Diligence Approval” - § 4.1.5(b) “Due Diligence Period” - § 1.8 “Hazardous Material” or “Hazardous Materials” - § 14.1 “Improvements” - § 1.9 “including” - § 33 “Intangible Property” - § 1.10 “Initial Deposit” - § 2.2.1(a)
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Escrow Holders or “Cash Consideration Recipients” mean (A) the holders of Shares outstanding immediately prior to the Effective Time (including the holders of Company Warrants or Company Stock Options that are exercised (or deemed exercised or converted, including on a “net exercise basis” or “cashless basis”, pursuant to the terms of this Agreement) prior to the Effective Time) and (B) the holders of Vested Company Options that are outstanding immediately prior to the Effective Time and cancelled pursuant to Section 1.11(a).
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Escrow Holders shall initially refer to the Persons named on Exhibit B who constitute all Escrow Holders as of the date of this Agreement. In the event that, following the Effective Time, any Person who was not initially a Non-Dissenting Stockholder fails to perfect (or otherwise loses) such Person’s appraisal rights under Section 262 of the Delaware General Corporation Law (or, if the Company is subject to Section 2115 of the California General Corporation Law, under Chapter 13 thereof), such Person shall automatically and without the requirement of any action on the part of such Person or any party to this Agreement be deemed to be an Escrow Holder hereunder. Parent shall cause Exhibit B to be revised from time to time to reflect any such additional Escrow Holders. Unless and until the Escrow Agent receives a revised version of Exhibit B, it may assume without inquiry that the most recent version it has received remains the current one. Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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Related to Escrow Holders

  • Escrow Holder means the bank or trust company designated as such pursuant to Section 9 hereof.

  • Escrow Agent means the entity designated to serve as escrow agent under the Escrow Agreement.

  • Escrow means any transaction in which any escrow property is delivered with or without transfer of legal or equitable title, or both, and irrespective of whether a debtor-creditor relationship is created, to a person not otherwise having any right, title or interest therein in connection with the sale, transfer, encumbrance or lease of real or personal property, to be delivered or redelivered by that person upon the contingent happening or non-happening of a specified event or performance or nonperformance of a prescribed act, when it is then to be delivered by such person to a grantee, grantor, promisee, promisor, obligee, obligor, bailee or bailor, or any designated agent or employee of any of them. Escrow includes subdivision trusts and account servicing.

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

  • 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 End Date has the meaning specified in the Escrow Agreement.

  • The Escrow Agent s responsibilities as escrow agent hereunder shall terminate if the Escrow Agent shall resign by written notice to the Company and the Purchaser. In the event of any such resignation, the Purchaser and the Company shall appoint a successor Escrow Agent.

  • Title Company means First American Title Insurance Company.

  • Escrow Deposit has the meaning set forth in Section 3.3.

  • Earnest Money Deposit (EMD) means the refundable amount to be submitted by the Bidder along with RFP documents to NMRC

  • Earnest Money means the amount equal to 10% of Consideration as specified in the Application Form / Provisional Allotment Letter;

  • Escrow Agreements means one or more of the agreements between the Company, the Partnership and one or more of the Performance Investors, dated as of the closing of the date of the initial public offering of the common stock of the General Partner, pursuant to which the Performance Investors have deposited their Performance Shares in escrow for possible transfer to the General Partner or the Partnership (as applicable).

  • Shareholders’ Representative has the meaning set forth in the Preamble.

  • Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).

  • Escrow Agreement means the escrow agreement entered into prior to the date hereof, by and among the Company and the Escrow Agent pursuant to which the Purchasers, shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder.

  • Purchaser’s Solicitors means Xxxxx & Xxxxx of Xxx Xxx Xxxxxx, Xxxxxx XX0X 0XX;

  • Earnest Money Deposit (EMD) means Bid Security/ monetary or financial guarantee to be furnished by a tenderer along with its tender.

  • Escrow Property has the meaning set forth in the Escrow Agreement.

  • Escrow Deposit Agreement means the agreement provided for in Section 4.02(a) of this Resolution.

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • Close of Escrow means the date of the close of escrow between the builder and the original homeowner. With respect to claims by an association, as defined in Section 4080, “close of escrow” means the date of substantial completion, as defined in Section 337.15 of the Code of Civil Procedure, or the date the builder relinquishes control over the association’s ability to decide whether to initiate a claim under this title, whichever is later.

  • Indemnity Escrow Agreement has the meaning set forth in Section 1.5.

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

  • Escrow Accounts means any escrow account in which Escrowed Proceeds are deposited and held.

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.

  • Stockholders’ Representative has the meaning set forth in the Preamble.