Sponsor Escrow Agreement definition

Sponsor Escrow Agreement has the meaning set forth in the recitals hereto.
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Sponsor Escrow Agreement has the meaning specified in Section 4.05(a).
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Sponsor Escrow Agreement means that certain Escrow Agreement, dated as of October 8, 2004, among the Borrower, Warburg Pincus Private Equity VIII, L.P. and National City Bank.
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Examples of Sponsor Escrow Agreement in a sentence

  • The Sponsor Escrow Agreement shall provide that such Sponsor Contingent Shares shall be released to the Sponsor if the closing price of the Surviving Pubco Common Stock equals or exceeds $12.00 per share on any twenty (20) trading days in a thirty (30)-trading-day period at any time after the Closing Date and no later than 36 months following the Closing Date (“Sponsor Earnout Condition”).

  • The proceeds of such Tranche A Loans shall be funded directly into and held in the Sponsor Escrow Account pursuant to the Sponsor Escrow Agreement.

  • Subject to the terms and conditions of this Agreement until January 31, 2003, Lender hereby agrees to make one or more loans (each such advance a "LOAN" and collectively the "LOANS") to Borrower in an aggregate principal amount not to exceed Ten Million Dollars ($10,000,000) (the "COMMITMENT"), the proceeds of which shall be funded directly into and held in the Sponsor Escrow Account pursuant to the Sponsor Escrow Agreement.

  • The Sponsor Escrow Agreement shall provide that such Sponsor Contingent Shares shall be released to the Sponsor if the closing price of the Surviving Pubco Common Stock equals or exceeds $12.00 per share on any twenty (20) trading days in a thirty (30)-trading-day period at any time after the Closing Date and no later than 60 months following the Closing Date (“Sponsor Earnout Condition”).

  • Sponsor Escrow Agreement On or prior to the Closing Date, the Sponsor, Tuatara and certain members of the Tuatara board of directors shall enter into an escrow agreement in a form and on terms and conditions reasonably acceptable to the Company (the “Sponsor Escrow Agreement”), providing that, immediately following the Effective time, the Sponsor shall deposit an aggregate of 1,000,000 shares of Surviving Pubco Common Stock into escrow.

  • Each of the Parties that is also a Party to either of the Equity Sponsor Escrow Agreement or the Supporting Second Lien Lender Escrow Agreement hereby agrees that each of the Escrow Agreements remain in full force and effect as of the date hereof.

  • As long as the Sponsor Holdco Escrow Shares are held in escrow pursuant to the terms of the Sponsor Escrow Agreement or Sponsor Escrow Amendment, as applicable, the Sponsors shall retain all of their voting rights as shareholders of Holdco with respect to the Sponsor Holdco Escrow Shares.

  • As long as the Sponsor Holdco Escrow Shares are held in escrow pursuant to the terms of the Sponsor Escrow Agreement or Sponsor Escrow Amendment, as applicable, all dividends payable, whether in cash, stock or other non-cash property with respect to the Sponsor Holdco Escrow Shares shall be delivered to the Sponsor Escrow Agent to hold and distribute in the same manner as the Sponsor Holdco Escrow Shares shall be held and distributed pursuant to this Schedule 2 and the Agreement.

  • The Sponsor Escrow Agreement has only one contingent payment arrangement as such this is one unit.

  • Subject to the terms and conditions of this Agreement until January 31, 2003, Lender hereby agrees to make one or more loans (each such advance a "Loan" and collectively the "Loans") to Borrower in an aggregate principal amount not to exceed Ten Million Dollars ($10,000,000) (the "Commitment"), the proceeds of which shall be funded directly into and held in the Sponsor Escrow Account pursuant to the Sponsor Escrow Agreement.


More Definitions of Sponsor Escrow Agreement

Sponsor Escrow Agreement means the Stock Escrow Agreement, dated as of December 10, 2020 (as amended from time to time), by and among Buyer, Sponsor, Up and Up Capital, LLC, Chardan Capital Markets, LLC, and VStock Transfer, LLC.
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Sponsor Escrow Agreement shall have the meaning ascribed to such term in Section 2.1(d).
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Related to Sponsor Escrow Agreement

  • Escrow Agreement means the escrow agreement entered into prior to the date hereof, by and among the Company, the Escrow Agent and the Placement Agent pursuant to which the Purchasers shall deposit Subscription Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder.

  • 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.

  • 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.

  • Escrow Agreements means one or more of the agreements between the Company, the Partnership and one or more of the Performance Investors, dated as of the closing of the date of the initial public offering of the common stock of the General Partner, pursuant to which the Performance Investors have deposited their Performance Shares in escrow for possible transfer to the General Partner or the Partnership (as applicable).

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • Sponsor Support Agreement has the meaning specified in the Recitals hereto.

  • Escrow and Paying Agent Agreement means, with respect to either Class of Certificates, the Escrow and Paying Agent Agreement pertaining to such Class dated as of the date hereof between the Escrow Agent, the Underwriters, the Trustee for such Class and the Paying Agent, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.

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

  • Exchange Agent Agreement has the meaning set forth in Section 2.5(a).

  • Sponsor Letter Agreement has the meaning set forth in the recitals to this Agreement.

  • Sponsor Agreement has the meaning specified in the Recitals hereto.

  • Escrow means any transaction in which any escrow property is delivered with or without transfer of legal or equitable title, or both, and irrespective of whether a debtor-creditor relationship is created, to a person not otherwise having any right, title or interest therein in connection with the sale, transfer, encumbrance or lease of real or personal property, to be delivered or redelivered by that person upon the contingent happening or non-happening of a specified event or performance or nonperformance of a prescribed act, when it is then to be delivered by such person to a grantee, grantor, promisee, promisor, obligee, obligor, bailee or bailor, or any designated agent or employee of any of them. Escrow includes subdivision trusts and account servicing.

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

  • Escrow Deposit Agreement means the agreement provided for in Section 4.02(a) of this Resolution.

  • Master Settlement Agreement means the settlement agreement and related documents entered into on November 23, 1998, by the state and leading United States tobacco product manufacturers.

  • Disbursement Agreement means the Master Disbursement Agreement, dated as of the Closing Date, by and among the Administrative Agent, the Bank Facilities Administrative Agent, the Disbursement Agent, the Borrowers and LCR, in substantially the form of Exhibit D-3 hereto, as the same may be amended, supplemented, amended and restated, or otherwise modified in accordance with the terms hereof and thereof.

  • Investor Agreement means that certain Investor Agreement between the Investor and the Company, to be dated as of the Closing Date, in substantially the form of Exhibit A attached hereto, as the same may be amended from time to time.

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

  • Reinvestment Agreement means a guaranteed reinvestment agreement from a bank, insurance company or other corporation or entity, in each case, at the date of such acquisition having a credit rating of at least A-1 from S&P and at least P-1 from Moody’s; provided that such agreement provides that it is terminable by the purchaser, without penalty, if the rating assigned to such agreement by either S&P or Xxxxx’x is at any time lower than such ratings.

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

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Related Pass Through Trust Agreement Means the Basic Agreement as supplemented by the Trust Supplement No. 1998-1A-O dated the date hereof (the "RELATED PASS THROUGH TRUST SUPPLEMENT"), relating to the Continental Airlines Pass Through Trust 1998-1A-O and entered into by the Company and the Trustee, as amended, supplemented or otherwise modified from time to time in accordance with its terms.

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

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Lockup Agreement means the Lockup Agreement, dated as of the date hereof, by and between the Company and each person listed as a signatory thereto, in the form attached as Exhibit C hereto.