Escrowed Consideration Sample Clauses

Escrowed Consideration. At the Closing, the Emdeon Entities shall deliver to the Escrow Agent under the Escrow Agreement, for deposit into an escrow fund on behalf of the Company Member Equity Recipients, $4,750,000 of the Base Cash Consideration (the “Escrowed Cash”) and 758,000 of the Base EBS Master Units (the “Escrowed EBS Master Units”), and, together with the Escrowed Cash, the “Escrowed Consideration”) that, in each case, was otherwise payable to the Company Member Equity Recipients. Pursuant to the Escrow Agreement, the Escrowed Consideration shall be distributed to the Members’ Representative, for the benefit of the Company Member Equity Recipients, and/or the Emdeon Entities, pursuant to the terms of the Escrow Agreement.

Escrowed Consideration. On or prior to the Closing, the Representative, Parent and the Escrow Agent shall enter into the Escrow Agreement. Upon receipt of evidence from the Delaware Secretary of the filing of the Certificate of Merger, Parent shall deposit the Escrowed Consideration with the Escrow Agent to be held in escrow for a period of one year from the Closing Date, subject to the provisions of ARTICLE X. The Escrowed Consideration shall be used solely to satisfy Damages, if any, for which the Parent Indemnified Persons are entitled to indemnification pursuant to ARTICLE X, including any payment obligations set forth in Section 2.07(c).

Escrowed Consideration. As collateral for the indemnification obligations of the Company and the Securityholders pursuant to Article IX of this Agreement and the Post-Closing Purchase Price Adjustment in Section 2.12, upon the Closing, Purchaser shall deposit the Escrow Consideration in escrow with such institution acting as escrow agent (the “Escrow Agent”) as shall be acceptable to Purchaser and the Escrow Fund Recipient Agent, which amount (the “Escrow Fund”) shall be held pursuant to the terms of this Agreement and the Escrow Agreement (the “Escrow”).

Escrowed Consideration. Such number of shares of Parent Common Stock equal to the Conversion Number less $385,000 divided by the Average Closing Price (the "Escrowed Shares") plus the cash portion of any fractional shares upon conversion (calculated in accordance with Section 1.05(d)) (the "Escrowed Cash") shall be held in escrow (the Escrowed Shares and the Escrowed Cash are herein collectively referred to as the "Escrowed Consideration") for a period of one (1) year from the Closing Date, subject to Section 2.02 and Section 2.03 and subject to Article IX, pursuant to the terms and subject to the conditions set forth in the Escrow Agreement.

Escrowed Consideration. (a) The Buyer shall hold the Escrowed Consideration as collateral security for the obligations of Seller and the Members pursuant to Articles 9 and 10 hereof, and to facilitate the Purchase Price adjustments, if any, set forth below. Subject to the Purchase Price adjustments, if any, set forth below, and provided Seller and the Members have complied with all of their respective covenants and obligations hereunder, Buyer shall pay the Escrowed Consideration to Seller in accordance with Section 2.5 (b) above. (b) On the Second Payment Date, the Seller shall deposit $500,000 of the Escrowed Consideration (the "Escrow Amount") with Alle▇ ▇. ▇▇▇▇▇, ▇▇ Escrow Agent (the "Escrow Agent") in accordance with that certain Escrow Agreement dated as of the date hereof by and among the Seller and the Members (the "Escrow Agreement"). The Escrow Amount shall be held in escrow by the Escrow Agent pursuant to the terms of the Escrow Agreement and shall be collateral security for the obligations of the Seller and the Members pursuant to Articles 9 and 10 hereof. During the one year period following the Closing Date (and thereafter if, and for so long as, the Buyer then has a pending claim for indemnification hereunder), the Escrow Amount shall not be distributed to the Seller or any of the Members, nor shall the Escrow Agreement be modified, amended or terminated, in each case, without the prior written consent of the Buyer. If on the Second Payment Date the then remaining Balance of the Escrowed Consideration is less than $500,000, the Seller and the Members shall deposit such difference with the Escrow Agent.

Escrowed Consideration. (i) As partial security for the indemnity obligations provided for in Section 8.2 hereof, at the Effective Time, an aggregate amount equal to the Escrow Amount will be withheld from the aggregate Per Share Cash Consideration and Preferred Share Preference Per Share otherwise payable to the Shareholders and from the Vested Option Consideration otherwise payable to Participating Optionholders pursuant to Sections 1.2(c) and 1.2(e)(ii), in such amounts attributed to each Shareholder and Participating Optionholder as set out in the Spreadsheet, and deposited by the Sub with the Escrow Agent. Such deposit of the Escrow Amount will constitute an escrow fund (the Escrow Amount, or balance thereof, together with any interest paid on such amount, being referred to as the “Escrow Fund”) to be held and dealt with by the Escrow Agent in accordance with the terms of the Escrow Agreement. The Escrow Agreement will provide that the Escrow Fund will be held for a period of 24 months from the Closing Date. (ii) As security for the indemnity obligations in respect of matters set forth in Section 8.2(a)(x) of the Disclosure Schedule, at the Effective Time, an aggregate amount equal to the Special Escrow Amount will be withheld from the aggregate Per Share Cash Consideration and Preferred Share Preference Per Share otherwise payable to the Shareholders and from the Vested Option Consideration otherwise payable to Participating Optionholders pursuant to Sections 1.2(c) and 1.2(e)(ii), in such amounts attributed to each Shareholder and Participating Optionholder as set out in the Spreadsheet, and deposited by the Sub with the Escrow Agent. Such deposit of the Special Escrow Amount will constitute an escrow fund separate from the Escrow Fund (the Special Escrow Amount, or balance thereof, together with any interest paid on such amount, being referred to as the “Special Escrow Fund”) to be held and dealt with by the Escrow Agent in accordance with the terms of the Escrow Agreement. The Escrow Agreement will provide that the Special Escrow Fund will be held for a period of 24 months from the Closing Date. (iii) Notwithstanding Section 1.2(c), the Parent Common Stock deliverable on behalf of Sub to each of the Founders pursuant to Section 1.2(c), as set out in the Spreadsheet, will be issued at Closing to the Founders but shall be subject to the vesting conditions set out in Schedule 1.2(d) hereto (including the requirement that such Parent Common Stock be placed in an account with...

Escrowed Consideration. Of the Stock Consideration deliverable at Closing, CIGI shall deliver an aggregate of 600,000 shares of CIGI Common Stock (the “Escrowed Consideration”) to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, P.A. (the “Escrow Agent”) to be held and delivered in accordance with the Escrow Agreements between the Escrow Agent and each Shareholder, the form of which is attached hereto as Exhibit B (collectively and individually the “Escrow Agreement”). The Escrowed Consideration under each Escrow Agreement represents security for the performance by each Shareholder thereto of (i) his or her indemnity obligations under this Agreement and (ii) his or her proportionate share of the Merger Consideration adjustment set forth in Section 2.3(a)(i).

Escrowed Consideration. One half of the shares of Parent Common Stock issued to the Common Stock Holders (the "Escrowed Consideration") shall be held in escrow for a period of one (1) year from the Closing Date or such shorter period as set forth in this Agreement, subject to Section 2.02 and Section 2.03 and subject to Article IX, pursuant to the terms and subject to the conditions set forth in the Escrow Agreement among the parties hereto and Continental Stock Transfer & Trust Company, as Escrow Agent, in the form attached as Exhibit B hereto (the "Escrow --------- Agreement") with such modifications as may be reasonably acceptable to the Company and Parent, as requested by the Escrow Agent.

Escrowed Consideration. On or prior to the Closing, the Representative, Parent and the Escrow Agent shall enter into the Escrow Agreement. One-half of all Escrow Agent fees and expenses will be paid by Parent and one-half will be paid by the Representative. At Closing pursuant to Section 2.10(b)(iii), Parent shall deposit the Escrowed Stock with the Escrow Agent to be held in escrow for a period of one year from the Closing Date, subject to the provisions of ARTICLE VI. The Escrowed Stock shall be used solely to satisfy Damages, if any, for which the Parent Indemnified Persons are entitled to indemnification pursuant to ARTICLE VI, including any payment obligations set forth in Section 2.11. The Principals' interest in, and distributions from, the Escrow Account shall be determined and made pursuant to, such Principal's Applicable Percentage.