Per Share Escrow Release Amount definition

Per Share Escrow Release Amount means, with respect to each Escrow Release Amount, an amount in cash equal to the quotient of (i) the aggregate amount so released from the Escrow Fund to be paid to the Holders, divided by (ii) the total number of Fully Diluted Shares.
Sample 1Sample 2
Per Share Escrow Release Amount means (i) the amount in the Escrow Account (less the Representative Expenses) released to, or at the direction of, the Representative for payment to the Stockholders, divided by (ii) the Aggregate Shares.
Sample 1Sample 2Sample 3
Per Share Escrow Release Amount means an amount in cash equal to the quotient of (i) the amount remaining in the Escrow Account after giving effect to Section 2.11(b)(i) and Section 2.11(b)(ii), if any, less any applicable fees, costs or expenses (including the fees of Raymond James & Associates, Inc. and the Payments Administrator), and (ii) the Fully Diluted Common Number.
Sample 1

Examples of Per Share Escrow Release Amount in a sentence

  • Such updated Allocation Schedule shall also include a calculation of the Per Share Adjustment Consideration and the Per Share Escrow Release Amount, as applicable.

  • On the date on which the Per Share Escrow Release Amount, the Per Share Expense Fund Distribution Amount, the Per Share Earn-out Payment Amounts, or the Per Share Excess Payment Amount, if any, are payable to holders of Company Capital Stock pursuant to Section 1.6, Parent shall, or shall cause the Surviving Corporation to, disburse the corresponding amounts under this Section 1.8 due to such former holders of Company Options, less any required withholding of Taxes under applicable Law.

  • If an Unvested Company Option is cancelled or forfeited prior to vesting, then the portion of each of (i) each Per Share Milestone Payment, (ii) the Per Share Holdback Distribution Amount, and (iii) each Per Share Escrow Release Amount that is attributable to such Unvested Company Option will be reallocated among the Holders in accordance with this Agreement.

  • If the Stockholders are entitled to receive any payments under this Section 4.2, the Representative shall distribute or direct to each Stockholder the Per Share Escrow Release Amount and the Per Share Positive Adjustment Amount for each share of Common Stock held by such Stockholder immediately prior to the Effective Time, in each case, less all applicable deductions and withholding Taxes.

  • Notwithstanding anything to the contrary herein, Purchaser shall not be required to give any instruction pursuant to this Section 2.11(b)(iii) until the Equityholders’ Representative delivers to Purchaser an updated Allocation Schedule reflecting the Underpayment Amount or Overpayment Amount, as applicable, and the Per Share Escrow Release Amount.


More Definitions of Per Share Escrow Release Amount

Per Share Escrow Release Amount means the quotient obtained by dividing (x) the Escrow Amount remaining available, if any, for distribution pursuant to the terms of this Agreement and the Escrow Agreement to the Indemnifying Holders, by (y) the aggregate number of Cash-Out Capital Shares. For purposes of clarity, in no event shall the aggregate Per Share Escrow Release Amount exceed the Escrow Amount remaining available, if any, for distribution pursuant to the terms of this Agreement and the Escrow Agreement to the Indemnifying Holders.
Sample 1
Per Share Escrow Release Amount means an amount in cash equal to the quotient of (i) the amount remaining in the Escrow Account after giving effect to Section 2.11(b)(i) and Section 2.11(b)(ii), if any, less any applicable fees, costs or expenses (including the fees of Xxxxxxx Xxxxx & Associates, Inc. and the Payments Administrator), and (ii) the Fully Diluted Common Number.
Sample 1
Per Share Escrow Release Amount has the meaning set forth in Section 2.8(c)(v)(C).
Sample 1
Per Share Escrow Release Amount means the Release Amount, if any, to be released to the Exchange Agent for further credit to the Former Stock Holders in accordance with their Allocation Percentages pursuant to Section 9.7, divided by the number of Diluted Shares.
Sample 1
Per Share Escrow Release Amount means with respect to any amounts released from the Escrow Fund to the Equityholders, the quotient of (i) the aggregate amount so released, d ivided by (ii) the Fully Diluted Common Number.
Sample 1

Related to Per Share Escrow Release Amount

  • Release Amount means, for a Property, the following applicable amount together with any other amounts specified in Section 2.4.4:

  • Escrow Release Date means the date of the Escrow Release.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Adjustment Escrow Amount means $1,000,000.

  • Indemnity Escrow Amount means $3,000,000.

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.

  • Escrow Release Conditions means, collectively, the conditions set forth in Section 4.3.

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

  • Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Escrow Deposit shall have the meaning set forth in Section 2.2(a).

  • Escrow Cash is defined in Section 4.1(a).

  • Indemnification Escrow Amount has the meaning specified in Section 3.6(a).

  • Professional Fee Escrow Amount means the aggregate amount of Professional Fee Claims and other unpaid fees and expenses Professionals estimate they have incurred or will incur in rendering services to the Debtors prior to and as of the Confirmation Date, which estimates Professionals shall deliver to the Debtors as set forth in Article II.C hereof.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Release Price As defined in Section 4.5(a).

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Escrow Fund has the meaning ascribed to it in Section 7.2(a).

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).