Escrow Termination Date Sample Clauses

Escrow Termination Date. Within ten (10) Business Days after the date that is the fifth (5th) anniversary of the Closing Date (the “Release Date”), PubCo, Sponsor and Holder Representative shall issue a Release Notice to the Escrow Agent instructing the Escrow Agent to release to PubCo (i) the number of Earnout Shares, if greater than zero, equal to (such amount, the “Remaining Earnout Shares”) (a) the number of Earnout Shares left in escrow less (ii) any Earnout Shares that are subject to release pursuant to Section 4(a)(i) or Section 4(a)(ii) of this Agreement or Section 3.6(a), Section 3.6(b) or Section 3.6(c) of the Merger Agreement due to the applicable Trigger Event being timely met (the “Pending Earnout Shares”) and (b) any Escrowed Dividend with respect to the Remaining Earnout Shares. PubCo will, immediately upon receipt of the Remaining Earnout Shares, retire the Remaining Earnout Shares. With respect to any Pending Earnout Shares and any Escrowed Dividend with respect to the Pending Earnout Shares (the “Pending Escrowed Dividend”), the Escrow Agent shall continue to hold such amounts in escrow in accordance with the terms of this Agreement and the Merger Agreement until the Escrow Agent releases such Pending Earnout Shares pursuant to Section 4(a)(i) or Section 4(a)(ii) of this Agreement or Section 3.6(a), Section 3.6(b) or Section 3.6(c) of the Merger Agreement and Pending Escrowed Dividend pursuant to Section 2(e) of this Agreement. Subject to the provisions of this Section 4, this Agreement shall terminate after all of the Earnout Shares and Escrowed Dividends have been released from the Escrow Account.

Escrow Termination Date. 6 OTCBB........................................10 Event.........................................6

Escrow Termination Date. The term "Escrow Termination Date" shall mean the date that is eighteen (18) months after the Closing Date.

Escrow Termination Date. (a) The escrow provided for herein shall terminate on the later of (i) the date which is one (1) year from the Effective Time; or (ii) if Escrow Agent has received a notice of an Indemnification Event or a Software Claim Notice, the date on which all Escrowed Consideration has been distributed pursuant to Section 2.2(b)(i). The Parent shall furnish to the Escrow Agent (with a copy to Dachis) a certificate setting forth the Closing Date and the Effective Time. (b) On the date which is one (1) year from the Effective Time, the Escrow Agent shall deliver to Dachis all certificates for Escrowed Shares of Parent Common Stock and other Escrowed Consideration held in escrow on that date (subject to any payments to be paid to the Escrow Agent for its fees) to Dachis unless it shall have received from an Indemnified Party prior to that date a notice of an Indemnified Event or a Software Claim Notice, in which case all Escrowed Shares and other Escrowed Consideration then in escrow shall continue to be held in escrow pending Escrow Agent's receipt of either a (i) joint written instruction from Parent and Dachis regarding

Escrow Termination Date. 54 Exchange......................................................2

Escrow Termination Date. On the first business day following the Escrow Termination Date the Escrow Agent shall disburse to Seller via wire transfer in accordance with the wiring instructions provided by Seller the balance of the Escrow Deposit minus the Claims Reserve with respect thereto, and minus the amount of any Indemnification Claim submitted prior to the Escrow Termination Date. The remaining amounts held by the Escrow Agent, if any, shall continue to be held and distributed pursuant to this Agreement.

Escrow Termination Date. The Escrow Shares shall be held in escrow for 18 months from the effective date of this Escrow Agreement (the “Escrow Termination Date”), and at the close of business on the Escrow Termination Date the Escrow Agent shall provide Sellers a notice that details the balance of such Escrow Shares, if any, held by the Escrow Agent, which shall be released to Sellers as promptly as possible after such date; provided that if on the Escrow Termination Date Buyer provides written notice to the Escrow Agent (with copy to Sellers) that claims, for indemnification under the Stock Purchase Agreement, have not been resolved or paid in full, the Escrow Termination Date shall be extended and the Escrow Agent shall continue to hold only that number of Escrow Shares having a value, determined in accordance with Section 5, as of the Escrow Termination Date equal to the lesser of (i) the amount of the claims for indemnification that have not been resolved or paid in full and (ii) US$35 million (or, in the event Sellers have previously paid amounts in respect of their indemnification obligations under the Stock Purchase Agreement (whether directly or indirectly through the escrow), an amount equal to US$35 million less such amounts previously paid).

Escrow Termination Date. Subject to the provisions of Section 3.4, this Agreement shall terminate after all of the Adjustment Escrow Shares and Escrow Dividends have been released from the Escrow Account.

Escrow Termination Date. See Section 7.1.1(g).