Distribution Following Termination Date Sample Clauses

Distribution Following Termination Date. Within five business days after Termination Date, the Escrow Agent shall distribute to the Shareholders all of the Escrow Shares then held in escrow, registered in the name of the Shareholders. Notwithstanding the foregoing, if the Buyer has previously delivered to the Escrow Agent a copy of a notice of any Claim and the Escrow Agent has not received written notice of the resolution of the claim covered thereby, the Escrow Agent shall retain in escrow after the relevant Interim Distribution Date such number of Escrow Shares as have a Value equal to 150% of (i) the amount of the Claim covered by such. Any Escrow Shares so retained in escrow shall be distributed only in accordance with the terms of clauses (i) or (ii) of Section 3(a) hereof.
Sample 1
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Distribution Following Termination Date. Within five business days after March __, 2008 (the "Termination Date"), the Buyer shall submit a notice to the Escrow Agent indicating the Termination Date and, upon receipt, the Escrow Agent shall distribute to the Indemnifying Members all of the Escrow Shares then held in escrow, registered in the name of the Indemnifying Members. Upon such distribution, the Buyer will pay for the reasonable fees of legal counsel and the Buyer's transfer agent relating to the removal of restrictive legends from the Escrow Shares. Notwithstanding the foregoing, if the Buyer has previously delivered to the Escrow Agent a copy of a Claim Notice (as defined in the Merger Agreement) and the Escrow Agent has not received written notice of the resolution of the claim covered thereby, or if the Buyer has previously delivered to the Escrow Agent a copy of an Expected Claim Notice (as defined in the Merger Agreement) and the Escrow Agent has not received written notice of the resolution of the anticipated claim covered thereby, the Escrow Agent shall retain in escrow after the Termination Date such number of Escrow Shares as have a Value (as defined in Section 4 below) equal to 125% of (i) the Claimed Amount covered by such Claim Notice or (ii) the estimated amount of Damages, set forth in such Expected Claim Notice, as the case may be. Any Escrow Shares so retained in escrow shall be distributed only in accordance with the terms of clauses (i) or (ii) of Section 3(a) hereof.
Sample 1
Distribution Following Termination Date. Within five business days after the second anniversary hereof (the “Termination Date”), the Escrow Agent shall distribute to the Shareholders all of the Escrow Shares then held in escrow, registered in the name of the Shareholders. Notwithstanding the foregoing, if the Buyer has previously delivered to the Escrow Agent a copy of a notice of any Claim (as defined in the Purchase Agreement) and the Escrow Agent has not received written notice of the resolution of the claim covered thereby, the Escrow Agent shall retain in escrow after the relevant Interim Distribution Date such number of Escrow Shares as have a Value (as defined in Section 4 below) equal to 150% of (i) the amount of the Claim covered by such. Any Escrow Shares so retained in escrow shall be distributed only in accordance with the terms of clauses (i) or (ii) of Section 3(a) hereof.
Sample 1

Related to Distribution Following Termination Date

  • Compensation Following Termination In the event that Executive’s employment hereunder is terminated, Executive shall be entitled only to the following compensation and benefits upon such termination:

  • Following Termination 10.2.1 the Parties will agree the procedure for administering the Insurance Business current at the time of termination;

  • Right to Terminate Following Termination Event Sections 6(b)(ii)-(iv) are deleted in their entirety and replaced by the following:

  • Obligations Following Termination If a Non-Defaulting Party terminates this Agreement pursuant to this Section 13(b), then following such termination, Seller shall, at the sole cost and expense of the Defaulting Party, remove the equipment (except for mounting pads and support structures) constituting the System. The Non-Defaulting Party shall take all commercially reasonable efforts to mitigate its damages as the result of a Default Event.

  • Termination; Survival Following Termination (i) Either party may terminate this Agreement prior to the end of the Agency Period, by giving written notice as required by this Agreement, upon ten (10) Trading Days’ notice to the other party; provided that, (A) if the Company terminates this Agreement after the Agent confirms to the Company any sale of Shares, the Company shall remain obligated to comply with Section 3(b)(v) with respect to such Shares and (B) Section 2, Section 6, Section 7 and Section 8 shall survive termination of this Agreement. If termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall nevertheless settle in accordance with the terms of this Agreement.

  • Compensation Following Termination of Employment In the event that Executive's employment hereunder is terminated, Executive shall be entitled to the following compensation and benefits upon such termination:

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events:

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Employment Status Termination Following Change in Control (a) No benefits shall be payable under this Agreement unless there has been a Change in Control of the Company during the Term. You acknowledge that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain you as an employee. You may terminate your employment at any time, with or without Good Reason. If your employment with the Company terminates for any reason and subsequently a Change in Control shall have occurred, you shall not be entitled to any benefits hereunder.

  • Qualifying Termination If the Executive is subject to a Qualifying Termination, then, subject to Sections 4, 9, and 10 below, Executive will be entitled to the following benefits:

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