Escrow Amount Deposit. At the Effective Time, Syneron shall deposit with the Escrow Agent an amount of cash equal to the Indemnification Escrow Amount.
Escrow Amount Deposit. Promptly following the Effective Time, Parent shall deposit the Escrow Amount, out of the Closing Merger Consideration deliverable pursuant to Section 2.7, with the Escrow Agent. Parent shall be deemed to have contributed with the Escrow Agent, on behalf of the Company Stockholders and the holders of Company Warrants, their respective Pro Rata Portions of the Escrow Amount.”
Escrow Amount Deposit. Section 2.10(a) of the Merger Agreement is hereby amended and restated in its entirety as follows:
Escrow Amount Deposit. Promptly following the Closing, and without any act of the Seller, Purchaser shall deposit the Escrow Amount with the Escrow Agent to be governed under the terms set forth in this Agreement and the Escrow Agreement. Purchaser shall be deemed to have contributed for and on behalf of the Seller and each Plan Participant his or her Pro Rata Portion of the Escrow Amount to the Escrow Fund.
Escrow Amount Deposit. As soon as practicable following the Effective Time, Purchaser shall deposit with the Escrow Agent the Escrow Amount pursuant to the terms and subject to the conditions set forth herein and in an escrow agreement, in substantially the form attached hereto as Exhibit C (the “Escrow Agreement”). The foregoing deposit of the Escrow Amount shall be contributed as follows: (A) with respect to the Escrow Stock Amount, (i) the Company Common Holders and the Financial Advisor, as a stockholder, shall contribute a number of shares equal to the Escrow Stock Amount, and (B) with respect to the Escrow Cash Amount, (i) the Company Common Holders shall contribute an amount in cash equal to the sum of (a) the Escrow Remainder Cash Amount multiplied by 33.29%, and (b) the result obtained by subtracting (i) the Aggregate Common Holder Stock Consideration from (ii) $1,000,000, (iii) the Company Preferred Holders shall contribute an amount in cash equal to the Escrow Remainder Cash Amount multiplied by 66.71% and (c) the Financial Advisor shall contribute an amount in cash equal to $48,486.67.
Escrow Amount Deposit. Promptly following the Closing, and without any act of any Company Stockholder, Parent shall deposit an amount of cash deducted from the Merger Consideration equal to the Escrow Amount with the Escrow Agent. For purposes of determining the reduction in the amount of the Merger Consideration payable to each Company Stockholder pursuant to Section 1.6(a) at the time of Closing, Parent will be deemed to have contributed on behalf of each Company Stockholder, his, her or its Pro Rata Portion of the Escrow Amount to the Escrow Fund out of cash amounts of the Merger Consideration payable to each Company Stockholder. Such amounts deposited into the Escrow Fund shall be governed under the terms set forth in this Agreement and the Escrow Agreement. The parties hereto agree that, for Tax purposes, Parent is the owner of any cash in the Escrow Fund, and that all interest on or other taxable income, if any, earned from the investment of such cash pursuant to this Agreement or the Escrow Agreement shall be treated for tax purposes as earned by Parent.
Escrow Amount Deposit. Immediately following the Effective Time on the Closing Date, Parent shall deposit with the Escrow Agent an amount of cash equal to the Escrow Amount. Parent shall be deemed to have contributed with the Escrow Agent, with respect to each Company Securityholder, each such securityholder’s Pro Rata Portion of the Escrow Amount, rounded to the nearest cent (with amounts greater than or equal to $0.005 rounded up), and the portion of the Aggregate Merger Consideration paid to each such Company Securityholder pursuant to Section 2.7(d), Section 2.7(e)(iii), Section 2.7(f) and Section 2.9(c) shall be reduced by such amount.
Escrow Amount Deposit. At the Effective Time, Parent shall deposit with the Escrow Agent an amount of cash equal to the Escrow Amount. Parent shall be deemed to have contributed with the Escrow Agent, on behalf of each Company Stockholder and Company Optionholder, each such Company Stockholder’s and Company Optionholder’s Pro Rata Portion of the Escrow Amount, rounded to the nearest cent (with amounts greater than or equal to $0.005 rounded up).
Escrow Amount Deposit. As soon as practicable following the Effective Time, Parent shall deposit with the Escrow Agent the Escrow Amount pursuant to the terms and subject to the conditions set forth herein and in an escrow agreement, in substantially the form attached hereto as Exhibit D (the “Escrow Agreement”). Parent shall be deemed to have contributed with the Escrow Agent, with respect to each Company Stockholder, each such Company Stockholder’s Pro Rata Portion of the Escrow Amount, rounded to the nearest cent (with amounts greater than or equal to $0.005 rounded up) and rounded down to the nearest share.
Escrow Amount Deposit. As soon as practicable following the Effective Time, Parent shall deposit the Escrow Amount with the Escrow Agent. Parent shall be deemed to have contributed with the Escrow Agent, on behalf of each Effective Time Company Stockholder, each such stockholder’s Escrow Contribution.
