Common use of Objections to Claims Clause in Contracts

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered by Acquiror to the Stockholders' Agent and, for a period of forty-five (45) days after such delivery to the Escrow Agent, the Escrow Agent shall make no delivery of Acquiror Common Stock or other property pursuant to Section 8.6 hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agent to make such delivery. After the expiration of such 45-day period, the Escrow Agent shall make delivery of the Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 8.6 hereof and as set forth in a certificate provided by Acquiror, provided that no such payment or delivery may be made if the Stockholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such 45-day period.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (I2 Technologies Inc), Agreement and Plan of Reorganization (I2 Technologies Inc)

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Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered by Acquiror to the Stockholders' Agent and, (defined in Section 7.8 below) and for a period of forty-five (45) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery of Acquiror Buyer Common Stock or other property pursuant to Section 8.6 7.5 hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agent to make such delivery. After the expiration of such forty-five (45-day ) days period, the Escrow Agent shall make delivery of the Acquiror Buyer Common Stock or other property in the Escrow Fund in accordance with Section 8.6 hereof and as set forth in a certificate provided by Acquiror7.5 hereof, provided that no such payment or delivery may be made if the Stockholders' Agent shall object in a written statement to the claim made in the Officer's Certificatecertificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror the Buyer prior to the expiration of such forty-five (45-) day period.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Smaha Stephen E), Agreement and Plan of Merger (Trusted Information Systems Inc)

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered by Acquiror to the Stockholders' Agent and, and for a period of forty-five (45) days after such delivery to the Escrow AgentAgent of such Officer's Certificate, the Escrow Agent shall make no delivery of Acquiror Parent Common Stock or other property pursuant to Section 8.6 hereof 8.4 unless the Escrow Agent shall have received written authorization from the Stockholders' Agent to make such delivery. After the expiration of such forty-five (45-) day period, the Escrow Agent shall make delivery of the Acquiror Parent Common Stock or other property then in the Escrow Fund in accordance with Section 8.6 hereof and as set forth in a certificate provided by Acquiror8.4, provided that no such payment or delivery may be made if the Stockholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror Parent prior to the expiration of such forty-five (45-) day period.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Quantum Corp /De/), Agreement and Plan of Merger (Phone Com Inc)

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered by Acquiror to the Stockholders' Agent and, Principal Stockholder and for a period of forty-five (45) days after such delivery to the Escrow Agent, the Escrow Agent shall make no delivery of cash or Acquiror Common Stock or other property pursuant to Section 8.6 hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agent Principal Stockholder to make such delivery. After the expiration of such forty-five (45-) day period, the Escrow Agent shall make delivery of the Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 8.6 hereof and as set forth in a certificate provided by Acquirorhereof, provided that no such payment or delivery may be made if the Stockholders' Agent Principal Stockholder shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such forty-five (45-) day period.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Predictive Systems Inc), Agreement and Plan of Reorganization (Predictive Systems Inc)

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered by Acquiror to the StockholdersShareholders' Agent and, (defined in Section 6.8 below) and for a period of fortytwenty-five (4525) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery of Acquiror Common Stock or other property pursuant to Section 8.6 6.5 hereof unless the Escrow Agent shall have received written authorization from the StockholdersShareholders' Agent to make such delivery. After the expiration of such 45twenty-five (25) day period, the Escrow Agent shall make delivery of the Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 8.6 hereof and as set forth in a certificate provided by Acquiror6.5 hereof, provided that no such payment or delivery may be made if the StockholdersShareholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such 45twenty-five (25) day period.

Appears in 1 contract

Samples: Agreement and Plan of Merger (I2 Technologies Inc)

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered by Acquiror to the Stockholders' Agent andStockholder Representative (as defined in Section 7.4), and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of Acquiror Common Stock or other property any Escrow Amounts pursuant to Section 8.6 7.3(d) hereof unless and until the Escrow Agent shall have received written authorization from the Stockholders' Agent Stockholder Representative to make such delivery. After the expiration of such 45-thirty (30) day period, the Escrow Agent shall make delivery of the Acquiror shares of Parent Common Stock or other property in from the Escrow Fund in accordance with Section 8.6 hereof and as set forth in a certificate provided by Acquiror7.3(d) hereof; provided, provided however, that no such payment or delivery may be made if the Stockholders' Agent Stockholder Representative shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such 45-thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Va Linux Systems Inc)

Objections to Claims. At (a)At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, a duplicate copy of such Officer's ’s Certificate shall be delivered by Acquiror to the Stockholders' Agent and, by PURCHASER and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery of Acquiror PURCHASER Common Stock or other property pursuant to Section 8.6 Paragraph 2 hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agent to make such delivery. After the expiration of such 45-thirty (30) day period, the Escrow Agent shall make delivery of the Acquiror PURCHASER Common Stock or other property in the Escrow Fund in accordance with Section 8.6 hereof and as set forth in a certificate provided by AcquirorParagraph 2 hereof, provided that no such payment or delivery may be made if the Stockholders' Agent shall object in a written statement to the claim made in the Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror PURCHASER prior to the expiration of such 45-thirty (30) day period.

Appears in 1 contract

Samples: Escrow Agreement (Verso Technologies Inc)

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered by Acquiror to the Stockholders' Agent and, (defined in Section 8.8 below) and for a period of fortytwenty-five (4525) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery of Acquiror Common Stock or other property pursuant to Section 8.6 8.5 hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agent to make such delivery. After the expiration of such 45twenty-five (25) day period, the Escrow Agent shall make delivery of the Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 8.6 hereof and as set forth in a certificate provided by Acquiror8.5 hereof, provided that no such payment or delivery may be made if the Stockholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such 45twenty-five (25) day period.

Appears in 1 contract

Samples: Agreement and Plan of Merger (I2 Technologies Inc)

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered by Acquiror to the StockholdersShareholders' Agent and, (defined in Section 8.9 below) and for a period of forty-five (45) days after such delivery to the Escrow AgentAgent of such Officer's Certificate, the Escrow Agent shall make no delivery of Acquiror Parent Common Stock or other property pursuant to Section 8.6 hereof unless the Escrow Agent shall have received written authorization from the StockholdersShareholders' Agent to make such delivery. After the expiration of such forty-five (45-) day period, the Escrow Agent shall make delivery of the Acquiror Parent Common Stock or other property in the Escrow Fund in accordance with Section 8.6 hereof and as set forth in a certificate provided by Acquirorhereof, provided that no such payment or delivery may be made if the StockholdersShareholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror Parent prior to the expiration of such forty-five (45-) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (PLX Technology Inc)

Objections to Claims. At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered by Acquiror to the Stockholders' Securityholder Agent and, and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of Acquiror Common Stock or other property any Escrow Amounts pursuant to Section 8.6 7.2(f) hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Securityholder Agent to make such delivery. After the expiration of such 45-day thirty (30)-day period, the Escrow Agent shall make delivery of the Acquiror cash, Parent Common Stock or other property in and assumed Company Options from the Escrow Fund in accordance with Section 8.6 hereof and as set forth in a certificate provided by Acquiror7.2(f) hereof, provided that no such payment or delivery may be made if the Stockholders' Securityholder Agent shall object in a written statement to the claim made in the Officer's Certificate’s Certificate stating in reasonable detail the grounds for such objection, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such 45-day thirty (30)-day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered by Acquiror the Escrow Agent to the StockholdersShareholders' Agent andAgent, and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agent, the Escrow Agent shall make no delivery to SCM of Acquiror Common Stock or other property pursuant to Section 8.6 hereof any Escrow Amount specified in such Officer's Certificate unless the Escrow Agent shall have received written authorization from the StockholdersShareholders' Agent to make such delivery. After the expiration of such 45-thirty (30) day period, the Escrow Agent shall make delivery of the Acquiror Common Stock or other property in an amount from the Escrow Fund Fund, computed in accordance with Section 8.6 hereof 8.2(m), in accordance with such Officer's Certificate and as set forth in a certificate provided by AcquirorSection 8.2(d) hereof, provided that provided, that, no such payment or delivery may be made if the StockholdersShareholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such 45-thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (SCM Microsystems Inc)

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered by Acquiror to the Stockholders' Agent and, (defined in Section 7.8 below) and for a period of forty-five (45) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery of Acquiror Buyer Common Stock or other property pursuant to Section 8.6 7.5 hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agent to make such delivery. After the expiration of such forty-five (45-day ) days period, the Escrow Agent shall make delivery of the Acquiror Buyer Common Stock or other property in the Escrow Fund in accordance with Section 8.6 hereof and as set forth in a certificate provided by Acquiror7.5 hereof, provided that no such payment or delivery may be made if the Stockholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror the Buyer prior to the expiration of such forty-five (45-) day period.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Visual Networks Inc)

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered by Acquiror to the Stockholders' Agent andStockholder Representative, and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of Acquiror Common Stock or other property any Escrow Amounts pursuant to Section 8.6 7.3(d) hereof unless and until the Escrow Agent shall have received written authorization from the Stockholders' Agent Stockholder Representative to make such delivery. After the expiration of such 45-thirty (30) day period, the Escrow Agent shall make delivery of the Acquiror Parent Common Stock (or other property cash in lieu thereof) from the Escrow Fund in accordance with Section 8.6 hereof and as set forth in a certificate provided by Acquiror7.3(d) hereof; provided, provided however, that no such payment or delivery may be made if the Stockholders' Agent Stockholder Representative shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such 45-thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ondisplay Inc)

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered by Acquiror to the Stockholders' Agent and, and for a period of forty-five (45) days after such delivery to the Escrow Agent, the Escrow Agent shall make no delivery of cash or Acquiror Common Stock or other property pursuant to Section 8.6 hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agent to make such delivery. After the expiration of such forty-five (45-) day period, the Escrow Agent shall make delivery of the cash and Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 8.6 hereof and as set forth in a certificate provided by Acquirorhereof, provided that no such payment or delivery may be made if the Stockholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such forty-five (45-) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Predictive Systems Inc)

Objections to Claims. At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, a duplicate copy of such Officer's ’s Certificate shall be delivered by Acquiror to the Stockholders' Shareholders’ Agent and, and for a period of forty-five (45) days after such delivery to the Escrow AgentAgent of such Officer’s Certificate, the Escrow Agent shall make no delivery of Acquiror Common Stock or other property from the Escrow Fund pursuant to Section 8.6 hereof 8.4 unless the Escrow Agent shall have received written authorization from the Stockholders' Shareholders’ Agent to make such delivery. After the expiration of such forty-five (45-) day period, the Escrow Agent shall make delivery of from the Acquiror Common Stock or other property Escrow Fund then in the Escrow Fund in accordance with Section 8.6 hereof and as set forth in a certificate provided by Acquiror8.4, provided that no such payment or delivery may be made if the Stockholders' Shareholders’ Agent shall object in a written statement to the claim made in the Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror Parent prior to the expiration of such forty-five (45-) day period.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Flir Systems Inc)

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Objections to Claims. (a) At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, a duplicate copy of such Officer's ’s Certificate shall be delivered by Acquiror to the Stockholders' Agent and, by PURCHASER and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery of Acquiror PURCHASER Common Stock or other property pursuant to Section 8.6 12.4 hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agent to make such delivery. After the expiration of such 45-thirty (30) day period, the Escrow Agent shall make delivery of the Acquiror PURCHASER Common Stock or other property in the Escrow Fund in accordance with Section 8.6 hereof and as set forth in a certificate provided by Acquiror12.4 hereof, provided that no such payment or delivery may be made if the Stockholders' Agent shall object in a written statement to the claim made in the Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror PURCHASER prior to the expiration of such 45-thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Verso Technologies Inc)

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered by Acquiror to the StockholdersShareholders' Agent and, (defined in Section 8.7 below) and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery of Acquiror fonix Common Stock or other property pursuant to Section 8.6 8.4 hereof unless the Escrow Agent shall have received written authorization from the StockholdersShareholders' Agent to make such delivery. After the expiration of such 45-thirty (30) day period, the Escrow Agent shall make delivery of the Acquiror fonix Common Stock or other property in the Escrow Fund in accordance with Section 8.6 hereof and as set forth in a certificate provided by Acquiror8.4 hereof, provided that no such payment or delivery may be made if the StockholdersShareholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror fonix prior to the expiration of such 45-thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Fonix Corp)

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered by Acquiror to the StockholdersShareholders' Agent and, (defined in Section 9.9 below) and for a period of forty-five (45) days after such delivery to the Escrow AgentAgent of such Officer's Certificate, the Escrow Agent shall make no delivery of Acquiror Parent Common Stock or other property pursuant to Section 8.6 9.6 hereof unless the Escrow Agent shall have received written authorization from the StockholdersShareholders' Agent to make such delivery. After the expiration of such forty-five (45-) day period, the Escrow Agent shall make delivery of the Acquiror Parent Common Stock or other property and cash in the Escrow Fund in accordance with Section 8.6 hereof and as set forth in a certificate provided by Acquiror9.6 hereof, provided that no such payment or delivery may be made if the StockholdersShareholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror Parent prior to the expiration of such forty-five (45-) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (PLX Technology Inc)

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered by Acquiror to the Stockholders' Agent and, and for a period of forty-five (45) days after such delivery to the Escrow AgentAgent and Stockholders' Agent of such Officer's Certificate, the Escrow Agent shall make no delivery of Acquiror Parent Common Stock Stock, cash or other property pursuant to Section 8.6 8.5 hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agent to make such delivery. After the expiration of such forty-five (45-) day period, the Escrow Agent shall make delivery of the Acquiror Parent Common Stock or other property in the Escrow Fund in accordance with Section 8.6 hereof and as set forth in a certificate provided by Acquiror8.5 hereof, provided that no such payment or delivery may be made if the Stockholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror Parent prior to the expiration of such forty-five (45-) day period.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Micrel Inc)

Objections to Claims. At the time of delivery of any Officer's ’s Certificate to the Escrow Agent, a duplicate copy of such Officer's ’s Certificate shall be delivered by Acquiror to the Stockholders' Agent Stockholder Representative and, for a period of forty-five (45) 30 days after such delivery to the Escrow Agent, the Escrow Agent shall make no delivery of Acquiror Common Stock or other property pursuant to Section 8.6 hereof unless the Escrow Agent shall have received written authorization from the Stockholders' Agent Stockholder Representative to make such delivery. After the expiration of such 4530-day period, the Escrow Agent shall make delivery of the Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 8.6 hereof and as set forth in a certificate provided by Acquiror, provided that no such payment distribution or delivery may be made if the Stockholders' Agent Stockholder Representative shall object in a written statement to the claim made in the Officer's ’s Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such 4530-day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Silicon Laboratories Inc)

Objections to Claims. At the time of delivery of any Officer's -------------------- Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered by Acquiror to the StockholdersShareholders' Agent and, Representative in the manner contemplated by Section 10.1 and for a period of forty-five (45) 30 days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Purchaser of Acquiror Common Stock or other property any Escrow Shares pursuant to Section 8.6 8.2(d) hereof unless the Escrow Agent shall have received written authorization from the StockholdersShareholders' Agent Representative to make such delivery. After the expiration of such 4530-day period, the Escrow Agent shall make delivery of the Acquiror shares of Purchaser Common Stock or other property in from the Escrow Fund in accordance with Section 8.6 hereof and as set forth in a certificate provided by Acquiror8.2(d) hereof, provided that no such payment or delivery may be made if the StockholdersShareholders' Agent Representative shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such 4530-day period.

Appears in 1 contract

Samples: Share Purchase Agreement (Incyte Pharmaceuticals Inc)

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate certificate shall be delivered by Acquiror to the Stockholders' Stockholder Agent and, and for a period of forty-five thirty (4530) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery to Parent of Acquiror Common Stock or other property any Escrow Amounts pursuant to Section 8.6 hereof 7.2(d) or withhold any distribution pursuant to Section 7.2(b) unless the Escrow Agent shall have received written authorization from the Stockholders' Stockholder Agent to make such deliverydelivery or withhold such distribution. After the expiration of such 45-thirty (30) day period, the Escrow Agent shall make delivery or withdrawal of the Acquiror shares of Parent Common Stock or other property in from the Escrow Fund in accordance with Section 8.6 hereof and as set forth in a certificate provided by Acquiror7.2(d), provided that no such payment or delivery withholding may be made if the Stockholders' Stockholder Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such 45-thirty (30) day period.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Digitalthink Inc)

Objections to Claims. At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered by Acquiror to the StockholdersShareholders' Agent and, (defined in Section 6.4 below) and for a period of forty-five fifteen (4515) days after such delivery to the Escrow Agentdelivery, the Escrow Agent shall make no delivery of Acquiror Common New Stock or other property pursuant to Section 8.6 6.2 hereof unless the Escrow Agent shall have received written authorization from the StockholdersShareholders' Agent to make such delivery. After the expiration of such 45-day fifteen (15)-day period, the Escrow Agent shall make delivery of the Acquiror Common New Stock or other property in the Escrow Fund in accordance with Section 8.6 hereof and as set forth in a certificate provided by Acquiror6.2 hereof; provided, provided that no such payment or delivery may be made if the StockholdersShareholders' Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror Buyer prior to the expiration of such 45-day fifteen (15)-day period.

Appears in 1 contract

Samples: Stock Purchase Agreement (Smith Micro Software Inc)

Objections to Claims. (a) At the time of delivery of any Acquiror Officer's Certificate to the Escrow Agent, a duplicate copy of such Acquiror Officer's Certificate shall be delivered by Acquiror to the StockholdersShareholders' Agent and, (defined in Section 8.8 below) and for a period of forty-five (45) days after such delivery to the Escrow AgentAgent of such Certificate, the Escrow Agent shall make no delivery of Acquiror Common Stock or other property pursuant to Section 8.6 8.5 hereof unless the Escrow Agent shall have received written authorization from the StockholdersShareholders' Agent to make such delivery. After the expiration of such forty-five (45-) day period, the Escrow Agent shall make delivery of the Acquiror Common Stock or other property in the Escrow Fund in accordance with Section 8.6 hereof and as set forth in a certificate provided by Acquiror8.5 hereof, provided that no such payment or delivery may be made if the StockholdersShareholders' Agent shall object in a written statement to the claim made in the Acquiror Officer's Certificate, and such statement shall have been delivered to the Escrow Agent and to Acquiror prior to the expiration of such forty-five (45-) day period.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Uproar Inc)

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