Series E Per Share Indemnity Escrow Payout Amount definition

Series E Per Share Indemnity Escrow Payout Amount means, for each share of Series E Preferred Stock outstanding as of the Effective Time and each share of Series E Preferred Stock underlying the Series E Warrants outstanding immediately prior to the Effective Time, as applied to each payment of Indemnity Escrowed Cash by the Escrow Agent to the Stockholders’ Agent for the benefit of the Former Securityholders pursuant to Article XI, if any, (x) the aggregate amount of such payment by the Escrow Agent multiplied by (y) the quotient obtained by dividing (1) the Closing Series E Per Share Payment by (2) the Aggregate Closing Merger Payment.
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Related to Series E Per Share Indemnity Escrow Payout Amount

  • Indemnity Escrow Amount means $5,000,000.

  • 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.

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

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

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

  • Indemnity Escrow Account has the meaning set forth in Section 2.3(c).

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

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

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

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

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

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

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

  • Indemnity Escrow Agreement has the meaning set forth in Section 1.5.

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

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

  • Clawback Amount means the “Clawback Amount” and the “Interim Clawback Amount,” both as defined in Article One of the BREP VII Partnership Agreement, and any other clawback amount payable to the limited partners of BREP VII or to BREP VII pursuant to any BREP VII Agreement, as applicable.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

  • 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.

  • Earnout Amount has the meaning set forth in Section 2.5.1b).

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).

  • Indemnity Cap has the meaning set forth in Section 8.4.3.

  • 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”.