Escrow Parent Shares definition

Escrow Parent Shares means the aggregate of all Indemnity Escrow Parent Shares and Pension Escrow Parent Shares.
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Escrow Parent Shares means the number of shares of Parent Common Stock equal to the quotient of (i) the Escrow Amount divided by (ii) the Alliqua Stock Value, rounded down to the nearest whole share, to be held in trust with the Escrow Agent pursuant to the Escrow Agreement, until such shares are released in accordance with the terms thereunder.
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Escrow Parent Shares means the shares of Parent Common Stock issued at the Closing as Closing Per Share Stock Merger Consideration and Closing Stock Option Consideration.
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Examples of Escrow Parent Shares in a sentence

  • At the Closing, Parent shall deposit or cause the Transfer Agent to deposit in an escrow account (the “Escrow Account”) established in accordance with the Escrow Agreement, the Escrow Parent Shares.

  • The recent scandal involving the star of the German fintech industry – Wirecard – constitutes a good example of the risks posed by the alleged failings in the multidisciplinary cooperation between authorities due to, among others, the blurred lines between financial and non-financial sector.

  • The adoption of this Agreement and the approval of the Merger by the Shareholders shall constitute approval of the Escrow Agreement and of all of the arrangements relating thereto, including the placement of the Escrow Parent Shares in escrow.

  • Longer periods of time – if a staff member is willing to use all of the accumulated vacation days plus the 2 days of personal leave allowed each year for summer school, the co-op would grant unpaid educational leave for the remainder of the summer term.

  • The Payment Schedule sets forth for each Shareholder the number of Initial Parent Shares and amount of Cash Consideration to be delivered to such Shareholder as provided in Section 1.2.3 and the number of Escrow Parent Shares to be placed into escrow by the Parent on behalf of such Shareholder pursuant to Section 1.3.

  • At the Closing, Parent shall deliver the Escrow Parent Shares to Kirkpatrick & Lockhart Nicholson Grxxxx XXX, xs exxxxx xxexx (xxx "Xxxxxx Agent") pursuant to the Escrow Agreement in the form attached hereto as Exhibit C (the "Escrow Agreement"), to be held in escrow (the "Escrow Fund") for the purpose of securing the indemnification obligations of the Company set forth in this Agreement.

  • As to any matters not expressly provided for in this Agreement, the Shareholder Agent shall not be required to exercise any discretion or take any action, unless so authorized and directed in writing by Shareholders who contributed a majority of the Escrow Parent Shares to the escrow created under the Escrow Agreement (the "Majority Company Shareholders").

  • If any payment is required to be made to a Parent Indemnitee pursuant to this Article X, Parent and the Company shall promptly provide joint written instructions to the Escrow Agent, pursuant to the terms of the Escrow Agreement, to deliver to Parent out of the Escrow Account such number of Escrow Parent Shares that in the aggregate is equal in value to such required payment.

  • The portion of the Escrow Parent Shares contributed on behalf of each Shareholder shall be equal to such Shareholder's Pro Rata Share of the aggregate Parent Shares.

  • The Parent hereby represents and warrants that the Escrow Parent Shares (i) are all Parent Shares held by the Parent Group; (ii) are not subject to any lien, charge, security interest, pledge or other encumbrance of any kind (collectively, “Liens”); and (iii) there are no limitations on the right of the Parent Group to transfer the Escrow Parent Shares to the Transferee free and clear of any Lien and together with all rights attached thereto.

Related to Escrow Parent Shares

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Escrowed Shares has the meaning set forth in Section 2.4.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Company Shares means the common shares in the capital of the Company;

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • PIPE Shares shall have the meaning given in the Recitals hereto.

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Exchange Shares has the meaning set forth in Section 2.01(b).

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Buyer Stock means the common stock, par value $0.0001 per share, of Buyer.

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Escrowed Securities means the direct, noncallable obligations of the United States of America, as described in the Escrow Agreement.

  • Newco Shares means the common shares in the capital of Newco;

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • Parent Stock means the common stock, par value $0.01 per share, of Parent.

  • Public Shares means the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Holdco Shares means the ordinary shares of HoldCo with a par value of US$0.0001 per share.

  • VMTP Shares means Variable Rate MuniFund Term Preferred Shares, $0.00001 par value per share, liquidation preference $100,000 per share plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared), of the Trust. The preferences, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of each series of VMTP Shares are set forth in the VMTP Shares Statement.

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • Subco Shares means the common shares in the capital of Subco.

  • Dissent Shares means Company Shares held by a Dissenting Shareholder and in respect of which the Dissenting Shareholder has validly exercised Dissent Rights;

  • ASA Shares has the meaning set forth in 2.4(a).