Initial Escrow Shares definition

Initial Escrow Shares means the number of shares of Purchaser Common Stock or Sorrento Common Stock, as applicable, equal to 20% of the Purchaser Stock Consideration, rounded down to the nearest whole share.
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Initial Escrow Shares means the sum of (i) the Initial Escrow Common Shares and (ii) the Initial Escrow Preferred Shares. For the avoidance of doubt, in no event shall the number of Initial Escrow Shares be greater than 4,384,896 shares of Parent Capital Stock.
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Initial Escrow Shares means the number of Parent Shares (rounded down to the nearest whole share) equal the product obtained by multiplying (a) the Aggregate Available Parent Shares by (b) ten percent (10%).
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Examples of Initial Escrow Shares in a sentence

  • Notwithstanding the foregoing, the Purchaser may deliver to the Escrow Agent one certificate representing the total number of shares of Purchaser Common Stock to be held in escrow pursuant to this Section 1.4 in lieu of issuing separate certificates representing such Member’s pro rata portion of the Initial Escrow Shares (such pro rata portion to be determined based on the percentage of Membership Interests owned by such Member as of immediately prior to the Closing).

  • Upon the issuance of the Non-Escrow Shares in accordance with Section 1.4, the Purchaser shall withhold the Initial Escrow Shares and deliver such shares of Purchaser Common Stock to Wilmington Trust N.A., as escrow agent (the “ Escrow Agent”), to be held by the Escrow Agent as collateral to secure the rights of the Purchaser pursuant to Section 1.3(a) and of the Purchaser Indemnified Parties under Article IX.

  • Notwithstanding the foregoing, the Purchaser may deliver to the Escrow Agent one certificate representing the total number of shares of Sorrento Common Stock to be held in escrow pursuant to this Section 1.4 in lieu of issuing separate certificates representing such Member’s pro rata portion of the Initial Escrow Shares (such pro rata portion to be determined based on the percentage of Membership Interests owned by such Member as of immediately prior to the Closing).

  • Upon the Repurchase, the Members’ Representative shall cause the Escrow Agent to release the Initial Escrow Shares to Sorrento.

  • Number of Initial Escrow Shares: 180,000 Delivery instructions: To the following entities in the following proportions: The Exemption Trust, a sub-trust of the RobertT.

  • As of the date of this Agreement, Parent has delivered to Escrow Agent for credit to the Account the Initial Escrow Shares.

  • Escrow Shares" shall mean the shares of common stock of Parent deposited by Parent with Escrow Agent asset forth on S chedule A hereto pursuant to S ection 3 of this Agreement (such shares, the "Initial Escrow Shares"), together with any other stock dividends or other assets that may from time to time become included in the Escrow Shares.

  • As soon as reasonably practicable following the Effective Time, Parent shall issue, or shall cause the issuance of (which may be in book entry form) the Initial Escrow Shares in the name of Wilmington Trust N.A., as escrow agent (the “ Escrow Agent”) to be held by the Escrow Agent as collateral to secure the rights of the Indemnified Parties under Article VIII (such escrow fund, the “General Escrow Fund”).

  • Section 3.2.1 provides: The inspector shall inspect accessible parts of the building and appurtenances, together with relevant features of the property within 30 metres of the building and within the boundaries of the site, or as otherwise agreed in the inspection agreement.

  • Based on our examination and according to explanations given to us and representations made by the Directors and management, we certify that during the year ended 31st March, 2021, the Company has complied with the conditions of Corporate Governance as stipulated in Listing Regulations as applicable mentioned in para 1 above.


More Definitions of Initial Escrow Shares

Initial Escrow Shares means the number of Parent Shares (rounded down to the nearest whole share) equal the product obtained by multiplying
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Initial Escrow Shares means 150,000 Shares that will serve as the initial Escrow Property.
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Initial Escrow Shares means the two million (2,000,000) shares of the Common Stock issued and delivered to the Escrow Agent in accordance with the Stipulation.
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Initial Escrow Shares shall have the meaning set forth in Section 2.2(c)(ii)(3).
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Initial Escrow Shares shall have the meaning set forth in Section 1.6(a)(ix).
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Related to Initial 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.

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

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

  • 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”.

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

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

  • 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.

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

  • 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.

  • Indemnity Escrow Amount means $5,000,000.

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

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

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

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

  • Initial Shares means a number of Registrable Securities equal to the lesser of (i) the total number of Registrable Securities and (ii) one-third of the number of issued and outstanding shares of Common Stock that are held by non-affiliates of the Company on the day immediately prior to the filing date of the Initial Registration Statement.

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

  • Indemnity Escrow Agreement has the meaning set forth in Section 1.5.

  • Indemnity Escrow Account has the meaning set forth in Section 2.3(c).

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

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

  • Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.

  • Earnout Shares has the meaning set forth in Section 3.6(a).

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

  • Escrowed Funds Has the meaning, with respect to any Trust, specified in Section 2.02(b).

  • Earn-Out Shares has the meaning provided in Section 2.2(b).