Stock Escrow Amount definition

Stock Escrow Amount shall have the meaning given to such term in the Merger Agreement.

Stock Escrow Amount means a number of shares of Parent Common Stock equal to 15% of the Initial Stock Consideration, rounded to the nearest whole number of Parent Common Stock.

Stock Escrow Amount means 1,449,742 shares of Acquirer Common Stock.

Examples of Stock Escrow Amount in a sentence

• At the Closing, Buyer shall deposit the Cash Escrow Amount and Buyer shall deposit the Stock Escrow Amount, in each case, with the Escrow Agent.

• Upon the Closing, the Cash Escrow Amount and the Stock Escrow Amount will be deposited into an escrow account with the Escrow Agent as specified in Section 1.4 (the aggregate amount of cash and shares of Buyer Common Stock so held in escrow from time to time, together with interest, if any, and other income earned on such cash and stock dividends declared and paid in respect of such shares, the “ Escrow Fund”) to serve as collateral and partial security for certain rights of Buyer hereunder.

• The Converting Holders shall be treated for tax reporting purposes as the owners of the Stock Escrow Amount.

• With respect to Damages recovered from the Escrow Fund, Buyer shall (i) first recover Damages from the Cash Escrow Amount, and (ii) following the exhaustion of the Cash Escrow Amount, from the Stock Escrow Amount, with all shares of Buyer Common Stock cancelled to satisfy indemnification claims being valued at the Buyer Per Share Price as of the date such indemnification claim is finally resolved.

• The Cash Escrow Amount and the Stock Escrow Amount shall be held, administered and released by the Escrow Agent in accordance with the terms of the Escrow Agreement.

More Definitions of Stock Escrow Amount

Stock Escrow Amount has the meaning set forth in Section 11.3(a) of this Agreement.

Stock Escrow Amount means that number of shares of Parent Common Stock equal to Thirty Five Million Dollars ($35,000,000) divided by the Closing Price.

Stock Escrow Amount means a number of shares of Parent Common Stock equal to 2,681,668 (the "Initial Stock Consideration"), and the "Special Escrow Amount" means 1,000,000 shares of Parent Common Stock. The Escrow Agent shall have no duty to confirm or verify the accuracy or correctness of the amount of any Aggregate Escrow Amount deposited with it hereunder. The Escrow Agent may execute this Agreement following the date hereof, and such later execution, if so executed after the date hereof, shall not affect the binding nature of this Agreement as of the date hereof between the other signatories hereto. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor or any party hereto. The Escrow Agent agrees to hold the Escrow Fund in an escrow account subject to the terms and conditions of this Agreement.

Stock Escrow Amount means 333,794 shares of Parent Common Stock, which number of shares shall be deposited with the Escrow Agent to be held in escrow, subject to the terms and conditions of the Escrow Agreement. “Stock Merger Consideration” 3,337,941 shares of Parent Common Stock.

Stock Escrow Amount means a portion of the Stock Consideration equal to 508,479 shares of Buyer Common Stock. “Subsidiary”, when used with respect to any Person, shall mean any corporation or other organization, whether incorporated or

Stock Escrow Amount means a portion of the Stock Consideration equal to 508,479 shares of Buyer Common Stock. “Subsidiary”, when used with respect to any Person, shall mean any corporation or other organization, whether incorporated or unincorporated, of which: (i) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person (through ownership of securities, by contract or otherwise); or (ii) such Person or any Subsidiary of such Person is a general partner of any general partnership or a manager of any limited liability company. “Subsidiary Shares” shall have the meaning set forth in Section 3.3(b). “Target Average Working Capital Amount” shall mean €3,949,286, which is the average working capital for the years ended on December 31, 2016, December 31, 2017 and March 31, 2018. “Tax” or “Taxes” refers to any and all taxes, including any European Union, U.S. federal, state, local, provincial and non-U.S. taxes, assessments and other governmental charges, duties, impositions and liabilities relating to taxes, including taxes based upon or measured by gross receipts, income (gross or net), profits, sales, use and occupation, and value added, ad valorem, alternative or add-on minimum, transfer, license, franchise, withholding or minimum, payroll, recapture, employment, severance, escheat, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts (or imposed with respect to any failure to timely or properly file any Tax Return). “Tax Return” or “Tax Returns” means any return, report or similar statement filed or required to be filed with respect to any Taxes (including any attached schedules), including any information return, claims for refund, amended return and declaration of estimated Tax.

Stock Escrow Amount shall have the meaning set forth in Section 2.5(b) of this Agreement.