Escrow Stock Amount definition

Examples of Escrow Stock Amount in a sentence

• The Escrow Agent shall vote the Escrow Stock Amount in accordance with written instructions to be received from SYS.

• No Parent Indemnifying Party shall be liable under Section 9.2(a)(iii), and the Parent Indemnified Parties will not look to the Parent Indemnifying Parties with respect to any claim under Section 9.2(a)(iii) for which the Shareholder Representative is notified following the termination of the Escrow Period or if and to the extent the amount recoverable pursuant to Section 9.2(a)(iii) exceeds the portion of the Escrow Stock Amount remaining in the Indemnity Escrow Account.

• In making any disbursements to Parent from the Escrow Fund to cover Losses pursuant to this Article VII: (i) first, the Escrow Agent shall make disbursements to Parent to cover such Losses out of the cash comprising the Common Stock Escrow Amount until such time as the entire Common Stock Escrow Amount has been depleted in its entirety and (ii) second, the Escrow Agent shall make disbursements to Parent to cover such Losses out of the cash comprising the Preferred Escrow Stock Amount.

• At the Closing, Purchaser shall pay (or cause to be paid), in the manner set forth in Section 2.2, (i) to the Sellers, an amount in cash equal to the Closing Cash Consideration minus the Escrow Cash Amount and minus the Expense Reserve (such net sum, the “Adjusted Closing Cash Consideration”) and (ii) to the Employee Sellers, the Closing Stock Consideration minus the Escrow Stock Amount (such net shares, the “Adjusted Closing Stock Consideration”).

• The Purchaser Common Stock comprising the Escrow Stock Amount shall be registered as of the Closing Date in the name of the applicable Seller.

• The foregoing shares (together with any cash proceeds of any liquidation of any such shares), are referred to herein as the "Escrow Stock Amount" or the "Escrow Amount").

• The Escrow Agent shall be entitled to rely on any such joint written instructions and make distributions from the Escrow Stock Amount in accordance with the terms thereof.

• In the case of indemnification sought pursuant to Section 9.2(a)(iii), if the Shareholder Representative, on behalf of the Indemnifying Parties, and the Indemnified Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent with joint written instructions to disburse all or a portion of the Escrow Stock Amount in accordance with such memorandum.

• The Escrow Agent shall vote the Escrow Stock Amount in accordance with written instructions to be received from Patriot.

• Notwithstanding anything to the contrary in this Agreement, in no event shall the Closing Payments payable by Parent pursuant to the Payment Schedule exceed the Estimated Aggregate Cash Consideration and the Aggregate Stock Consideration minus the Escrow Stock Amount.