Stockholder Escrow Shares definition

Stockholder Escrow Shares has the meaning in Section 6.4(a).
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Stockholder Escrow Shares is defined in Section 2.3(a).
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Examples of Stockholder Escrow Shares in a sentence

  • The issuance of any Stockholder Escrow Shares, Pending Claim Stockholder Excess Amount, Parent Indemnification Shares or Pending Claim Parent Indemnification Shares shall constitute a purchase price adjustment for tax purposes.

  • The Stockholder Escrow Shares shall be used to satisfy pursuant to Section 6.2 any Damages of any Parent Indemnitee for which a Parent Indemnitee delivers an indemnification notice under Section 6.2 during the Stockholder Escrow Period and for which it is finally determined (by joint written instructions of Parent and the Stockholder Representative given to the Escrow Agent or by a Final Arbitration Award given to the Escrow Agent) that indemnification is required under this Agreement.

  • The issuance of any Stockholder Escrow Shares or Pending Claim Stockholder Excess Amount shall constitute a purchase price adjustment for tax purposes.

  • 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 certificates representing the Stockholder Escrow Shares, each accompanied by stock powers duly endorsed in blank, with each Stockholder's signature medallion guaranteed by a national bank shall be held in the escrow account and disposed of by the Escrow Agent in accordance with the terms and provisions of the Escrow Agreement.

  • Parker SCHEDULE I Name of Number of Stockholder Escrow Shares ----------- ------------- Thomas H.

  • CONTINENTAL STOCK TRANSFER & TRUST COMPANY By: Name: Title: EXHIBIT A Stock Date of Number of Name and Address of Initial Number of Certificate Insider Insider Warrant Stockholder Escrow Shares Number Letter Warrants Number Frost Gamma Investments Trust 4000 Xxxxxxxx Xxxx., Xxxxx 0000 Xxxxx, XX 00000 1,359,000 Rxxxxx X.

  • HEE, as attorney-in- fact for the Shareholders identified on Schedule 4 hereto ----------------------------------- ----------------------------------- ----------------------------------- ----------------------------------- SCHEDULE 1 Shareholders ------------ (attached hereto) SCHEDULE 2 Escrow Interests ---------------- Interest In Stockholder Escrow Shares ----------- ------------- Xxxxxx, Xxxxx X.

  • The Stockholder Escrow Shares shall be held in escrow pursuant to the Escrow Agreement as security for the performance of the indemnity obligations of the Company Stockholders under Section 10.2 of this Merger Agreement and the Acquiror Escrow Shares shall be held in escrow pursuant to the Escrow Agreement as security for the performance of the indemnity obligations of Acquiror under Section 10.3 of this Merger Agreement.

  • Xxxxxxxxxx (the "Indemnification Representative") and American ------------------------------ Stock Transfer & Trust Company (the "Escrow Agent") shall execute and deliver ------------ the Escrow Agreement attached hereto as Exhibit A (the "Escrow Agreement") and --------- ---------------- the Buyer shall deliver to the Escrow Agent a certificate for the Stockholder Escrow Shares (as defined below) being placed in escrow on the Closing Date pursuant to Section 1.10.

Related to Stockholder Escrow Shares

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

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

  • Cash Election Shares shall have the meaning set forth in Section 3.2.1.

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

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

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

  • Public Stockholders means the holders of shares of Common Stock sold as part of the Units in the Offering or acquired in the aftermarket, including the Sponsor (as defined below) to the extent it acquires such shares of Common Stock in the aftermarket (and solely with respect to such shares of Common Stock). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

  • 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.

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Company Shareholders means holders of Company Shares.

  • Management Shares means a management share in the capital of the ICAV which shall have the right to receive an amount not to exceed the consideration period for such Management Share.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.

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

  • Company Shares means the common shares in the capital of the Company;

  • Shareholder-Employee means a Participant who owns more than five percent (5%) of the Employer's outstanding capital stock during any year in which the Employer elected to be taxed as a Small Business Corporation under the applicable Code Section.

  • Rollover Shareholders means each of Expert Master Holdings Limited, Mr. Longhua Piao and UMW China Ventures (L) Ltd.

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Remaining Shares has the meaning set forth in Section 4.1.2.

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.

  • Initial Shareholders means the Sponsor, the Directors and officers of the Company or their respective affiliates who hold shares prior to the IPO;

  • Plan Shares means the total number of Common Shares which may be reserved for issuance as Optioned Shares under the Plan as provided in §2.2;

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Parent Stockholders means the holders of Parent Common Stock.

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Common Stockholders means holders of shares of Common Stock.