Release of Retained Escrow. Upon the resolution of Contested Claims as provided for in Section 2.3(b), the Retained Escrow shall be subject to release by the Escrow Agent to Buyer and/or to the Holder in accordance with Section 2.3(b), this Section and as otherwise provided for in this Escrow Agreement. The Escrow Agent and Buyer shall cause the transfer agent to transfer to Buyer the number of Escrow Shares to be released to Buyer pursuant to Section 2.3(b) and reissue certificates for Escrow Shares that are to be either distributed to the Holder pursuant to Section 3.1 or further retained by the Escrow Agent pending the resolution of Contested Claims and/or Prevailing Party Awards. Any Escrow Fund released from escrow to Buyer shall be subject to cancellation by Buyer without requiring Buyer to pay any consideration whatsoever in receipt thereof to the Company or any of the Holder, except in satisfaction of the Claim.
Appears in 1 contract
Sources: Escrow Agreement (Teradyne Inc)
Release of Retained Escrow. Upon the resolution of Contested Claims as provided for in Section 2.3(b)2.3.2, the Retained Escrow shall be subject to release by the Escrow Agent Custodian to Buyer Expedia and/or to the Holder Stockholders in accordance with Section 2.3(b)2.3.2, this Section and as otherwise provided for in this Escrow Agreement. The Escrow Agent Custodian and Buyer Expedia shall cause the transfer agent to transfer to Buyer cancel the number of Escrow Escrowed Shares to be released to Buyer Expedia pursuant to Section 2.3(b) 2.3.2 and reissue certificates for Escrow Escrowed Shares that are to be either distributed to the Holder Stockholders pursuant to Section 3.1 or further retained by the Escrow Agent Custodian pending the resolution of Contested Claims and/or Prevailing Party Awards. Any Escrow Fund Escrowed Shares released from escrow to Buyer shall Expedia shall, in accordance with this Escrow Agreement, be subject to cancellation by Buyer Expedia, without requiring Buyer Expedia to pay any consideration whatsoever in receipt thereof to the Company or any of the Holder, except in satisfaction of the ClaimStockholders.
Appears in 1 contract
Sources: Escrow Agreement (Technology Crossover Management Ii LLC)
Release of Retained Escrow. Upon the resolution of Contested Claims as provided for in Section 2.3(b), the Retained Escrow shall be subject to release by the Escrow Agent to Buyer and/or to the Holder Holders in accordance with Section 2.3(b), this Section and as otherwise provided for in this Escrow Agreement. The Escrow Agent and Buyer shall cause the transfer agent to transfer to Buyer the number of Escrow Shares to be released to Buyer pursuant to Section 2.3(b) and reissue certificates for Escrow Shares that are to be either distributed to the Holder Holders pursuant to Section 3.1 or further retained by the Escrow Agent pending the resolution of Contested Claims and/or Prevailing Party Awards. Any Escrow Fund released from escrow to Buyer shall be subject to cancellation by Buyer without requiring Buyer to pay any consideration whatsoever in receipt thereof to the Company or any of the HolderHolders, except in satisfaction of the Claim.
Appears in 1 contract
Sources: Escrow Agreement (Teradyne Inc)