Initial Release Date definition
Examples of Initial Release Date in a sentence
Subject to the terms of this Agreement, the Escrow Fund shall be (a) available to satisfy any indemnification obligations of the Company pursuant to Section 4.7 for Claims, including, without limitation, Third Party Claims (as the terms Claims and Third Party Claims are defined in Section 4.7(d)) made on or prior to the Initial Release Date (as defined in Section 4.7(c)(ii)(A)(1)) and (b) paid out as provided in Section 4.7(e) and the Escrow Agreement.
The number of shares of Buyer Common Stock so reduced shall equal the quotient obtained by dividing (i) the amount of such Buyer Indemnified Losses (with respect to the Buyer Common Stock portion of the Holdback Consideration to be reduced) by (ii) the Issue Price as of the Closing Date, if such reduction is with respect to the 1st Anniversary Holdback Shares, or the Initial Release Date, if such reduction is with respect to the 2nd Anniversary Holdback Shares.
The Company will notify the trustee of the Trust in writing at least two (2) Business Days prior to the occurrence of the Initial Release Date.
As soon as reasonably practicable upon resolution pursuant to the Escrow Agreement of any Initial Release Date Pending Claims, all of the General Escrow Fund related to such Initial Release Date Pending Claims that is not payable to the Buyer in accordance with such resolution shall be released to the Seller in accordance with the Escrow Agreement.
All shares of Buyer Common Stock that are released to the TopCo Sellers on the Initial Release Date, the Second Release Date or upon resolution of existing claims shall constitute additional Merger Consideration and shall be distributed to the TopCo Sellers based on their respective Holdback Shares Pro Rata Portion.