Preferred Escrow Shares definition

Preferred Escrow Shares has the meaning set forth in Section 2.7.
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Preferred Escrow Shares means a number of shares of Parent Common Stock equal to the Shares for Preferred Stockholders multiplied by a fraction the numerator of which is $10,000,000 and the denominator of which is the greater of the Closing Date Aggregate Consideration or the Aggregate Consideration.
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Preferred Escrow Shares shall have the meaning set forth in Section 3.1 hereof.
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Examples of Preferred Escrow Shares in a sentence

  • To facilitate the transfer of the Preferred Escrow Shares pursuant to the Escrow Agreement, TRG is hereby designated and appointed by each holder of Class B Preferred Stock as the agent with irrevocable power of attorney to execute such stock powers as may be required to effectuate any transfer of the Preferred Escrow Shares.

  • Enterprise Master Fund is the sole stockholder of Navigation Master Fund.

  • Upon final adjudication or settlement of any claim under SECTION 10.02, TRG shall deliver to the Surviving Corporation that number of Preferred Escrow Shares and TRG Escrow Shares sufficient to recompense Surviving Corporation in satisfaction of such claim as calculated in SECTION 10.02 above, from the Remedy Fund; provided, however, that the TRG Escrow Shares shall not be so delivered unless and until all of the Preferred Escrow Shares have been so delivered.

  • Accordingly, the term "New Preferred Escrow Shares" shall refer to the shares of New Preferred Stock initially placed in escrow hereunder and to such greater or lesser shares as may be held pursuant hereto at any point during the term hereof.

  • If the GTSI Charter Amendment becomes effective, GTSI shall instruct its transfer agent, First Union National Bank, or any successor thereto (the "Transfer Agent") to deliver to the Escrow Agent certificates representing the Common Escrow Shares and the Escrow Agent, upon its receipt of the Common Escrow Shares, shall deliver the Preferred Escrow Shares to GTSI.

  • If any such certificate exceeds the number of Escrow Shares necessary to make the payment of indemnification, the Escrow Agent shall instruct GTSI (in the case of Preferred Escrow Shares) or the Transfer Agent (in the case of Common Escrow Shares) (i) to issue a certificate in the name of BTG for the balance of such Escrow Shares and (ii) to return such certificate to the Escrow Agent to be held pursuant to this Agreement.

  • The initial Escrow Register for the Preferred Escrow Shares is set forth on Exhibit C hereto, and the initial Escrow Register for the New Preferred Escrow Shares is set forth on Exhibit D hereto.

  • In the event of a Change of Control prior to the Release Date, the Representative shall receive and deliver to the Escrow Agent to hold under this Agreement any property received on account of the ownership of the Preferred Escrow Shares held hereunder prior to such Change of Control.

  • Upon request of the Escrow Agent and immediately following any transfer or exchange thereof, Santera shall furnish or cause to be furnished to the Escrow Agent a list, in such form as the Escrow Agent may reasonably require, of the name of each Legacy Santera Stockholder and the percentage of the Preferred Escrow Shares or the New Preferred Escrow Shares, as the case may be, allocated to each such Legacy Santera Stockholder.

  • In addition, Field Services may seek to reconfigure certain facilities to be acquired from Trunkline to more efficiently incorporate them into Field Services’ gathering activities as needed to provide the services required byproducers and Trunkline’s customers.


More Definitions of Preferred Escrow Shares

Preferred Escrow Shares shall refer to the shares of Series A Preferred Stock initially placed in escrow hereunder by the Legacy Santera Stockholders other than the New Preferred Stock and to such greater or lesser shares as may be held pursuant hereto at any point during the term hereof.
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Related to Preferred Escrow Shares

  • Escrow Shares shall be deemed to include the Non-Cash Dividends distributed thereon, if any.

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

  • Escrow Fund means the escrow fund established pursuant to the Escrow Agreement.

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

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

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.

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

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

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

  • 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.

  • 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.

  • 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.

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

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

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

  • Escrow Period shall begin with the commencement of the Offering and shall terminate upon the earlier to occur of the following dates:

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

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

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

  • 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 set forth in the Escrow Agreement.

  • Pre-Funded Warrants means, collectively, the Pre-Funded Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Pre-Funded Warrants shall be exercisable immediately and shall expire when exercised in full, in the form of Exhibit A-2 attached hereto.

  • 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 of the Plan.

  • Holdback has the meaning set forth in Section 4.1(d)(i).

  • Holdback Shares has the meaning set forth in Section 2.5(b)(v).