PPP Escrow Amount. Holdings and the Target Representative hereby agree that the PPP Escrow Amount shall be held by the PPP Escrow Agent in the PPP Escrow Account, in accordance with the PPP Escrow Agreement; provided, however, Holdings and the Target Representative shall promptly (and in any event within three (3) Business Days thereafter) deliver a joint written instruction to the PPP Escrow Agent, pursuant to the PPP Escrow Agreement, instructing the PPP Escrow Agent to release the PPP Escrow Amount to the Target Representative (which shall thereafter pay such funds to the Target Company Stockholders in accordance with their Pro Rata Share) upon the date on which the Target Company receives an SBA Determination; provided further, however, that if such SBA Determination indicates that less than 100% of the PPP Loan has been forgiven, then such joint written instruction shall instruct the Escrow Agent to release (a) only a portion of the PPP Escrow Amount that is equal to the amount of the PPP Loan that has been forgiven (if any) to the Target Representative (which shall thereafter pay such funds to the Target Company Stockholders in accordance with their Pro Rata Share), and (b) the remainder to Holdings.
Appears in 8 contracts
Sources: Merger Agreement (AIRO Group Holdings, Inc.), Agreement and Plan of Merger (AIRO Group Holdings, Inc.), Merger Agreement (AIRO Group Holdings, Inc.)
PPP Escrow Amount. Holdings and the Target Representative hereby agree that the PPP Escrow Amount shall be held by the PPP Escrow Agent in the PPP Escrow Account, in accordance with the PPP Escrow Agreement; provided, however, Holdings and the Target Representative shall promptly (and in any event within three (3) Business Days thereafter) deliver a joint written instruction to the PPP Escrow Agent, pursuant to the PPP Escrow Agreement, instructing the PPP Escrow Agent to release the PPP Escrow Amount to the Target Representative (which shall thereafter pay such funds to the Target Company Stockholders Members in accordance with their Pro Rata Share) upon the date on which the Target Company receives an SBA Determination; provided further, however, that if such SBA Determination indicates that less than 100% of the PPP Loan has been forgiven, then such joint written instruction shall instruct the Escrow Agent to release (a) only a portion of the PPP Escrow Amount that is equal to the amount of the PPP Loan that has been forgiven (if any) to the Target Representative (which shall thereafter pay such funds to the Target Company Stockholders Members in accordance with their Pro Rata Share), and (b) the remainder to Holdings.
Appears in 8 contracts
Sources: Agreement and Plan of Merger (AIRO Group Holdings, Inc.), Agreement and Plan of Merger (AIRO Group Holdings, Inc.), Agreement and Plan of Merger (AIRO Group Holdings, Inc.)
PPP Escrow Amount. Holdings and the Target Member Representative hereby agree that the PPP Escrow Amount shall be held by the PPP Escrow Agent in the PPP Escrow Account, in accordance with the PPP Escrow Agreement; provided, however, Holdings and the Target Member Representative shall promptly (and in any event within three (3) Business Days thereafter) deliver a joint written instruction to the PPP Escrow Agent, pursuant to the PPP Escrow Agreement, instructing the PPP Escrow Agent to release the PPP Escrow Amount to the Target Member Representative (which shall thereafter pay such funds to the Target Company Stockholders Members in accordance with their Pro Rata Share) upon the date on which the Target Company receives an SBA Determination; provided further, however, that if such SBA Determination indicates that less than 100% of the PPP Loan has been forgiven, then such joint written instruction shall instruct the Escrow Agent to release (a) only a portion of the PPP Escrow Amount that is equal to the amount of the PPP Loan that has been forgiven (if any) to the Target Member Representative (which shall thereafter pay such funds to the Target Company Stockholders Members in accordance with their Pro Rata Share), and (b) the remainder to Holdings.
Appears in 4 contracts
Sources: Agreement and Plan of Merger (AIRO Group Holdings, Inc.), Agreement and Plan of Merger (AIRO Group Holdings, Inc.), Agreement and Plan of Merger (AIRO Group Holdings, Inc.)