Share Escrow Amount definition

Share Escrow Amount means an amount of Buyer Common Stock ranging in value, at Buyer’s election and sole discretion, from Zero Dollars ($0) to Three Hundred and Seventy-Five Million Dollars ($375,000,000). Buyer shall notify Seller in writing of the amount of the Share Escrow Amount (if any) no later than five (5) Business Days prior to the Closing Date; provided that, for avoidance of doubt, if Buyer fails to deliver such notice, the Share Escrow Amount shall equal Zero Dollars ($0).
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Share Escrow Amount means that number of shares of Vertex Common Stock equal to Seven Million and 00/100 Dollars ($7,000,000) divided by the Share Reference Price, rounded to the nearest whole share of Vertex Common Stock, to be deposited with the Escrow Agent and held in escrow, to cover any potential Seller Party obligations under Section 2.05 and Section 8.02, pursuant to the Escrow Agreement. The shares of Vertex Common Stock deposited into the escrow account with the Escrow Agent shall be registered in the name of Buyer and held in escrow pursuant to the terms of the Escrow Agreement.
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Share Escrow Amount means 103,659 shares of Buyer Common Stock.
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Examples of Share Escrow Amount in a sentence

  • The Company shall also deliver to Buyer its estimated calculation of the Share Consideration, the Warrant Consideration and the Per Share Escrow Amount.

  • By virtue of this Agreement and as partial security for the indemnity obligations provided in Article VIII, Parent shall withhold from the amount payable with respect to each share of Company Capital Stock pursuant to Section 2.7(d) an amount equal to the Per Share Escrow Amount calculated in the manner set forth in this Section 2.7(e), shall deposit such amount with the Escrow Agent, and the amount otherwise payable in respect of each share of Company Capital Stock shall be correspondingly reduced.

  • The details shall include full elevational drawings (to a scale of 1:100 or 1:50) of any lighting columns/bollards, a site plan at a scale of not less than 1:500 showing the location of any external lighting, details of the luminance of any external lighting and the intended hours of operation of such lighting.

  • Payment of the Per Share Merger Consideration to holders of Company Common Stock shall be subject to a holdback by Buyer of the Per Share Escrow Amount.

  • The right of any Company Shareholder to receive all or any portion of the Per Share Initial Escrow Release Amount or the Per Share Escrow Amount is subject in all cases to the provisions of this Section 2.10.

  • In connection with such deposit of the Escrow Fund with the Escrow Agent and as of the Effective Time, each holder of Target Common Shares shall be deemed to have contributed to the Escrow Amount an amount per share equal to the Common Per Share Escrow Amount, the Berger Family 1998 Revocable Trust shall be deemed to have contributed xx xxe Escrow Amount an amount per share equal to the Series A-1(B) Per Share Escrow Amount, Telkoor Telecom Ltd.

  • Except as provided in Section 2.08(f) or in respect of any Dissenting Shares, subject to the adjustment described in Section 2.15(g), each Company Class A Ordinary Share issued and outstanding immediately prior to the Effective Time (other than Rollover Equity) shall automatically be cancelled and converted into and shall thereafter represent the right to receive cash in an amount equal to the Estimated Class A Ordinary Merger Consideration minus the Class A Ordinary Share Escrow Amount.

  • The Per Share Escrow Amount withheld with respect to each Company Share Option shall be deposited in the Escrow Fund to secure the indemnification obligations of the Company Securityholders pursuant to Section 9.02.

  • A portion of the Per Share Price, equal to the Per Share Escrow Amount, shall be deposited with Escrow Agent as set forth in this Article III.

  • The Purchaser shall be entitled to deduct from any payments due to a Seller or a holder of Company Share Options at the Closing pursuant to this Agreement the Per Share Escrow Amount in respect of each Ordinary Share, with the aggregate amount to be deducted from each Seller or holder of Company Share Options to be rounded to nearest whole cent.


More Definitions of Share Escrow Amount

Share Escrow Amount means One Million (1,000,000) shares of Holdings Common Stock, each with a nominal value of Ten Dollars ($10.00) per share, deposited with the Escrow Agent.
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Related to Share Escrow Amount

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

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

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

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

  • 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 specified in Section 3.6(a).

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

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

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

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

  • 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.

  • 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.

  • 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.

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

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

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

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

  • 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).

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

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

  • Working Capital Escrow Amount means $2,000,000.

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

  • 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.

  • 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”.

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