Escrow Share definition

Escrow Share has the meaning set forth in Section 3.2.

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Escrow Share means, with respect to each Seller, a fraction, expressed as a percentage, equal to (i) such Seller’s Closing Gross Proceeds, divided by (ii) the Closing Gross Proceeds of all Sellers.

Escrow Share shall, for each outstanding share of Company Common Stock, be the number, expressed as a decimal, obtained by dividing the Payment Per Common Share for such share of Company Common Stock by the amount of the Total Payment, and for each outstanding share of Company Preferred Stock, be the number, expressed as a decimal, obtained by dividing the Payment Per Preferred Share for such share of Company Preferred Stock by the amount of the Total Payment.

Examples of Escrow Share in a sentence

In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded to the nearest whole Escrow Share.
For purposes of the preceding sentence, each Escrow Share delivered by a party in payment of his or its obligations under this Article VI shall be valued at the Value.
Such resignation shall become effective at such time that the Escrow Agent shall turn over to a successor escrow agent appointed by the Company, the Escrow Share held hereunder.
With respect to any indemnification payment, the value of each Escrow Share or any other share of Purchaser Common Stock for purposes of determining the indemnification payment shall be the Purchaser Share Price on the date that the indemnification claim is finally determined in accordance with this Article VI.
In lieu of releasing any fractional Escrow Shares, any fraction of a released Escrow Share that would otherwise be released shall be rounded down to the nearest whole Escrow Share.
In such event, the Escrow Agent shall promptly release from the Escrow Fund an aggregate number of Escrow Shares (with each Escrow Share being valued at the Parent Signing Price for purposes of satisfying any such claims) equal to the Losses set forth in such Indemnification Claim Notice.
With respect to any indemnification payment that includes Escrow Shares, the value of each Escrow Share for purposes of determining the indemnification payment shall be the Purchaser Share Price on the date that the indemnification claim is finally determined in accordance with this ARTICLE X.
For purposes of this Article VI, the "Value" of any Escrow Shares delivered in satisfaction of an indemnity claim shall be $1.00 per Escrow Share (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Parent Common Stock since the Closing Date), multiplied by the number of such Escrow Shares.
Notwithstanding anything in this Agreement to the contrary, the maximum liability of the Escrow Participant under this Agreement, including this Article X, or otherwise in connection with the transactions contemplated by this Agreement shall in no event exceed an amount equal to: (i) the Escrow Share Value, multiplied by (ii) the Escrow Shares (the “Indemnifiable Loss Limit”).
For purposes of the preceding sentence, each Escrow Share delivered by a party in payment of his, hers or its obligations under this Article VI shall be valued at the Value.

More Definitions of Escrow Share

Escrow Share shall have the meaning set forth on Schedule 2.03.

Escrow Share means the $0.00001 par value Common stock issuable by Novelos upon conversion of the Preferred Stock.