Stockholder Escrow Fund definition

Stockholder Escrow Fund has the meaning in Section 6.4(a).
Sample 1Sample 2Sample 3
Stockholder Escrow Fund has the meaning set forth in the Escrow and Indemnity Agreement.
Sample 1
Stockholder Escrow Fund means the Stockholder Escrow Amount.
Sample 1

Examples of Stockholder Escrow Fund in a sentence

  • The aggregate amount of all Damages for which a Stockholder shall be liable under this Section 6.2 shall not exceed the amount determined by multiplying the Stockholder Escrow Shares comprising the Stockholder Escrow Fund by the volume weighted average price for the Foreign Parent Stock for the ten (10) consecutive trading days immediately prior to the Closing Date (“Deemed Value”).

  • The maximum indemnification obligation for which the Stockholder Escrow Amount has been established shall be the amount determined by multiplying the number of shares of Foreign Parent Stock comprising the Stockholder Escrow Fund by the Deemed Value.

  • Subject to the terms of the Escrow Agreement, the Stockholder Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 11:59 p.m., Pacific time on the Stockholder Indemnification Completion Date, which shall be the Indemnification Completion Date (the “Stockholder Escrow Period”).

  • First American Stock Transfer, as Escrow Agent (the "Escrow Agent"), shall hold the Escrow Shares in an escrow fund (the "Stockholder Escrow Fund") to be governed by the terms set forth herein and in the Escrow Agreement.

  • The maximum indemnification obligation for which the Stockholder Escrow Amount has been established shall be the amount determined by multiplying the number of shares of Parent Common Stock comprising the Stockholder Escrow Fund by the last reported sale price of the Parent Common on the Business Day immediately prior to the Closing Date.

  • Subject to the terms of the Escrow Agreement, the Stockholder Escrow Fund shall be in existence immediately following the Effective Time and shall terminate at 11:59 p.m., Arizona time on the Stockholder Expiration Date, which shall be the Indemnification Completion Date (the "Stockholder Escrow Period").

  • The Escrow Agent shall withhold any amounts required to be withheld under any applicable law whether from earnings on the Escrow Fund, the Accounting Expense Fund or the Stockholder Escrow Fund or from amounts distributable to the Stockholders or Option Holders and shall file such information or other similar returns with the Internal Revenue Service as are required by the Code and the regulations thereunder.

  • To avoid such challenges and to ensure shared understanding of questions and valid answers to questions, measurement materials must be suitably engaging and familiar to children being assessed.Additionally, careful attention must also be paid to the risk of bias.

  • Any vacancy in the position of Stockholder Agent may be filled by approval of the holders of a majority in interest of the Stockholder Escrow Fund.

  • With respect to the Stockholder Escrow Fund, deliveries of portions of the funds held therein, together with any accrued interest thereon, to the Company Stockholders pursuant to this Section 7.3(b) shall be made in proportion to their respective Escrow Per Share Amounts as finally determined following any Escrow Recalculations.

Related to Stockholder Escrow Fund

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

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

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

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

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

  • 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 Shares has the meaning set forth in Section 2.4.

  • 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.

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

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

  • Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.

  • 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.

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

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

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

  • Adjustment Escrow Funds means the amounts held in the Adjustment Escrow Account, including any dividends, interest, distributions and other income received in respect thereof, less any losses on investments thereof, less distributions thereof in accordance with this Agreement and 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.

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • 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.

  • Working Capital Escrow Amount means $1,000,000.

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

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

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