Working Capital Escrow Account definition

Working Capital Escrow Account means the escrow account established by the Working Capital Escrow Agent to hold the Working Capital Escrow Amount to be managed and paid out by the Working Capital Escrow Agent in accordance with the terms of the Working Capital Escrow Agreement and this Agreement.

Working Capital Escrow Account has the meaning set forth in Section 2.2(b)(B).

Working Capital Escrow Account has the meaning set forth in Section 3.02(b) hereof.

Examples of Working Capital Escrow Account in a sentence

• If the Working Capital Adjustment Amount minus the Company Debt Adjustment Amount is a positive number, Buyer shall pay or cause the Company to pay to the CSE Holders their respective Proportionate Interests in the entire amount of such difference, and the Working Capital Escrow Agent shall release to the CSE Holders their respective Proportionate Interests in all amounts held in the Working Capital Escrow Account.

• At the Effective Time, the Merger Consideration shall represent the amount payable by Buyer to fund, in the aggregate: (A) the Working Capital Escrow Account pursuant to this Section 1.7(a), (B) the aggregate Per Share Stock Consideration payable by Buyer to the Stockholders pursuant to Section 1.7(b) and Section 1.13 and (C) the Hill Gross-Up Payment payable by Buyer to Hill pursuant to Section 1.7(c).

• If any Working Capital Escrowed Cash (or interest thereon) remains in the Working Capital Escrow Account on the date that such Working Capital Adjustment is resolved and there is no Working Capital Adjustment payable to Buyer, the Parties shall execute and deliver to the Working Capital Escrow Agent joint written instructions promptly to deliver all such amounts by wire transfer of immediately available funds to Seller.

• On the Closing Date, Ten Million Dollars ($10,000,000) of the Merger Consideration (the “ Working Capital Escrow Amount ”) shall be deposited by Buyer into the Working Capital Escrow Account and will be released along with any other property in the Working Capital Escrow Account in accordance with the Working Capital Escrow Agreement.

• Upon the conclusive determination of the Certified Working Capital, pursuant to the Escrow Agreement, Buyer and Seller shall promptly (but in no event later than five (5) Business Days) following the date of such determination instruct the Escrow Agent to release the Working Capital Escrow Amount that was subject to the Working Capital Escrow Account (after giving effect to any deductions and/or payments to Buyer pursuant to the Escrow Agreement and Section 2.9(d)) pursuant to the Escrow Agreement.

More Definitions of Working Capital Escrow Account

Working Capital Escrow Account means an Escrow Account maintained in accordance with the Working Capital Account Escrow Agreement which shall have no amounts on deposit therein other than with respect to the proceeds of the Tranche B-2 Term Loans required to be deposited therein pursuant to Section 3.1(x); provided that, without the prior written consent of Administrative Agent, Borrower shall not be permitted to withdraw or transfer any amounts on deposit in such Working Capital Escrow Account other than in accordance with Section 3.1(x).

Working Capital Escrow Account is defined in Section 2.3(f).

Working Capital Escrow Account has the meaning assigned to such term in Section 3.4(d) of this Agreement.

Working Capital Escrow Account is defined in Section 1.5 of this Agreement.

Working Capital Escrow Account means an account into which the Working Capital Escrow Amount will be deposited, as more fully described in the Escrow Agreement.

Working Capital Escrow Account the separate account maintained by the Escrow Agent to hold the Working Capital Escrow Amount pursuant to the terms of the Escrow Agreement.

Working Capital Escrow Account shall have the meaning assigned such term in SECTION 2.1.