Seller Escrow Shares definition

Seller Escrow Shares means, collectively, the Earn-Out Escrow Shares and the Seller Indemnification Escrow Shares.
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Seller Escrow Shares has the meaning ascribed thereto in Section 3.4.
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Seller Escrow Shares shall have the meaning given in the Recitals hereto.
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Examples of Seller Escrow Shares in a sentence

  • At the Closing and subject to and upon the terms and conditions of this Agreement, in full payment for the Purchased Shares, the Purchaser shall issue and deliver to the Sellers an aggregate of 81,243,000 Purchaser Shares, consisting of 62,630,231 Class A Purchaser Shares and 18,612,769 Class B Purchaser Shares, as set forth in Annex I (the “Exchange Shares”), including the Seller Escrow Shares.

  • In the event the Second Payment is not made to Seller within 105 days the payment is due, the Seller may, at its option, require that the Escrow Agent release to Seller Escrow Shares with a value (based on the then-current market price of the shares) equal to $6.0 million in satisfaction of the Second Payment.

  • This recreation designation would be more appropriate than an NCA designation, due to the area's high concentration of popular OHV routes.

  • Such Seller Escrow Shares shall be ratably allocated among each of the Seller Escrow Shareholders as set forth in the Payment Spreadsheet.

  • Overall, there was improvement in project management, though noted some minor weaknesses in monitoring of financial management.

  • SPAC will cause the Escrow Agent to remove such legend as promptly as practicable, but in any event within three (3) Business Days, after the occurrence of a Triggering Event with respect to the applicable Seller Escrow Shares.

  • The Seller Escrow Shares will be subject to forfeiture in accordance with this ‎Section 2.15 if the Seller Escrow Shares are not earned in accordance with this ‎Section 2.15 on or prior to the fifth anniversary of the Closing Date (the “Escrow Termination Date”).

  • The Escrow Portion of the Arrangement Consideration Shares that holders of Company Common Shares (including the holders of Class A Preferred Shares prior to the Arrangement) and the holder the Company Warrant (collectively, the “Seller Escrow Shareholders”) are entitled to receive pursuant to the Arrangement shall be designated as the Seller Escrow Shares.

  • The nature and purpose of the Processing of Customer’s Personal Data Cymulate may process Personal Data for conducting cyber security testing simulations in order to validate Customer’s current security posture.

  • The portion of the Arrangement Consideration Shares constituting Seller Escrow Shares will be subject to the terms and conditions set forth in ‎Section 2.15.


More Definitions of Seller Escrow Shares

Seller Escrow Shares means, collectively, that number of shares of SPAC Class A Common Stock, SPAC Class C Common Stock and ExchangeCo Exchangeable Shares comprising the Stockholder Arrangement Consideration equal to the product obtained when (i) the aggregate number of shares of SPAC Class A Common Stock, SPAC Class C Common Stock and ExchangeCo Exchangeable Shares comprising the Stockholder Arrangement Consideration is multiplied by (ii) the Escrow Portion, in each case rounded up to the nearest whole number of such shares.
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Seller Escrow Shares has the meaning set forth in the BCA, and shall include any Tandem Option Earnout Shares delivered to the Escrow Agent in accordance with Section 2.15(g) of the BCA.
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Seller Escrow Shares has the meaning ascribed to such term in the BCA.
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Related to Seller Escrow Shares

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

  • Escrow Property means the Escrow Funds and the Certificates delivered to the Escrow Agent as contemplated by Section 1(c) hereof.

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

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

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

  • 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.

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

  • 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.

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

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

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

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

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

  • 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).

  • 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.

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

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

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

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

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

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

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

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