Common use of Board Holdback Escrow Clause in Contracts

Board Holdback Escrow. Pursuant to Section 4.14(a) of the Securities Purchase Agreement, the Company has undertaken that no later than 180 days following the Closing Date, the Board of Directors of the Company shall be comprised of a minimum of five members (at least two of whom shall be fluent English speakers who possess experience such that he or she can fulfill its fiduciary obligations and other responsibilities as a director of a United States publicly listed company), a majority of which shall be “independent directors” as such term is defined in NASDAQ Marketplace Rule 4200(a)(15). Accordingly, $750,000 (the “Board Holdback Escrow Amount”) of the Escrowed Funds is to be held in the Escrow Account subject to the satisfaction of the Company’s obligations under this Section 3.1 and Section 4.14(a) of the Securities Purchase Agreement and subject to the provisions of Section 4.14(d) of the Securities Purchase Agreement and Section 3.4 of this Agreement with respect to payment of partial liquidated damages to Investors from such amount. Upon the Company’s satisfaction of the aforesaid obligations in this Section 3.1 and Section 4.14(a) of the Securities Purchase Agreement, the Company and Investors that have invested at least a majority of the total Investment Amount under the Purchase Agreement (a “Majority in Interest of the Investors”) shall execute and deliver written instructions with reference to this Section 3.1 to release the Board Holdback Escrow Amount to the Company (“Instructions to Release Board Holdback”). Within one (1) Business Day following its receipt of Instructions to Release Board Holdback (with wire instructions attached) jointly executed by the Company and a Majority in Interest of the Investors, the Escrow Agent shall distribute the Board Holdback Escrow Amount, less any portion thereof previously required to be distributed to Investors as partial liquidated damages in accordance with Section 4.14(d) of the Securities Purchase Agreement and Section 3.4 of this Agreement, in accordance with such written instructions.

Board Holdback Escrow. Pursuant to Section 4.14(a) of the Securities Purchase Agreement, the Company has undertaken that no later than 180 days following the Closing Date, the Board of Directors of the Company shall be comprised of a minimum of five members (at least two of whom shall be fluent English speakers who possess experience such that he or she can fulfill its fiduciary obligations and other responsibilities as a director of a United States publicly listed companycompany incorporated in the United States), a majority of which shall be “independent directors” as such term is defined in NASDAQ Marketplace Rule 4200(a)(15) and a meeting of such full Board of Directors shall be convened within such 180 days following the Closing Date. The Board of Directors shall appoint Board committees, which shall include, but not be limited to, an Audit Committee, Nominating Committee and Compensation Committee (such a Board of Directors being referred to as a “Qualified Board”). AccordinglyTo secure the establishment of a Qualified Board, the Company has agreed that $750,000 250,000 of the Escrowed Funds (the “Board Holdback Escrow Amount”) of the Escrowed Funds is to shall be held in the Escrow Account subject to unless and until the satisfaction establishment of the Company’s obligations under this Section 3.1 and Section 4.14(a) of the Securities Purchase Agreement and subject to the provisions of Section 4.14(d) of the Securities Purchase Agreement and Section 3.4 of this Agreement with respect to payment of partial liquidated damages to Investors from such amounta Qualified Board. Upon the Company’s satisfaction Establishment of the aforesaid obligations in this Section 3.1 and Section 4.14(a) of the Securities Purchase Agreementa Qualified Board, the Company and Investors that have invested at least a majority of the total Investment Amount under the Purchase Agreement (a “Majority in Interest of the Investors”) shall execute and deliver written instructions (such written instructions shall not be unreasonably withheld by the Investors) with reference to this Section 3.1 to release the Board Holdback Escrow Amount to the Company (“Instructions to Release Board Holdback”). Within one (1) Business Day following its receipt of Instructions to Release Board Holdback (with wire instructions attached) jointly executed by the Company and a Majority in Interest of the Investors, the Escrow Agent shall distribute the Board Holdback Escrow Amount, less any portion thereof previously required to be distributed to Investors as partial liquidated damages in accordance with Section 4.14(d) of the Securities Purchase Agreement and Section 3.4 of this Agreement, Amount in accordance with such written instructions. It is expressly understood that the Company shall have the sole authority to select the members of the Board of Directors of the Company, provided that such members shall satisfy the requirements as set forth in Section 3.1 of this Agreement and Section 4.14(a) of the Securities Purchase Agreement. For the avoidance of doubt, the Board Holdback Escrow Amount shall be released from the Escrow Account upon the establishment of a Qualified Board in accordance with Section 3.1 of this Agreement notwithstanding whether a Qualified Board is established within 180 days following the Closing Date.

Board Holdback Escrow. Pursuant to Section 4.14(a4.12(a) of the Securities Purchase Agreement, the Company has undertaken that no later than 180 120 days following the Closing Date, the Board of Directors of the Company shall be comprised of a minimum of five members (at least two of whom shall be fluent English speakers who possess experience such that he or she can fulfill its fiduciary obligations and other responsibilities as a director of a United States publicly listed companycompany incorporated in the United States), a majority of which shall be “independent directors” as such term is defined in NASDAQ Marketplace Rule 4200(a)(15)) acceptable to Xxxx. Accordingly, $750,000 2,000,000 (the “Board Holdback Escrow Amount”) of the Escrowed Funds is to be held in the Escrow Account subject to the satisfaction of the Company’s obligations under this Section 3.1 and Section 4.14(a4.12(a) of the Securities Purchase Agreement and subject to the provisions of Section 4.14(d) of the Securities Purchase Agreement and Section 3.4 of this Agreement with respect to payment of partial liquidated damages to Investors from such amountAgreement. Upon the Company’s satisfaction of the aforesaid obligations in this Section 3.1 and Section 4.14(a4.12(a) of the Securities Purchase Agreement, the Company and Investors that have invested at least a majority of the total Investment Amount under the Purchase Agreement (a “Majority in Interest of the Investors”) shall execute and deliver written instructions with reference to this Section 3.1 to release the Board Holdback Escrow Amount to the Company (“Instructions to Release Board Holdback”). Within one (1) Business Day following its receipt of Instructions to Release Board Holdback (with wire instructions attached) jointly executed by the Company and a Majority in Interest of the Investors, the Escrow Agent shall distribute the Board Holdback Escrow AmountAmount to the Company. In the event that the Escrow Agent does not receive Instructions to Release Board Holdback on or prior to the 125th date after the Closing Date, less any portion thereof previously required then upon receipt of written instructions from a Majority in Interest of the Investors, the Escrow Agent shall release the Board Holdback Amount to be distributed the Investors, pro rata, based upon the Investment Amounts paid by the Investors pursuant to Investors as partial liquidated damages in accordance with Section 4.14(d) of the Securities Purchase Agreement and Section 3.4 of this Agreement, in accordance with such written instructions.

Board Holdback Escrow. Pursuant to Section 4.14(a4.8(a) of the Securities Purchase Agreement, the Company has undertaken that no later than 180 days following the Closing Date, the Board of Directors of the Company shall be comprised of a minimum of five members (at least two of whom shall be fluent English speakers who possess experience such that he or she can fulfill its fiduciary obligations and other responsibilities as a director of a United States publicly listed companycompany incorporated in the United States), a majority of which shall be “independent directors” as such term is defined in NASDAQ Marketplace Rule 4200(a)(15) and a meeting of such full Board of Directors shall be convened within such 180 days following the Closing Date. The Board of Directors shall appoint Board committees, which shall include, but not be limited to, an Audit Committee, Nominating Committee and Compensation Committee (such a Board of Directors being referred to as a “Qualified Board”). AccordinglyTo secure the establishment of a Qualified Board, the Company has agreed that $750,000 250,000 of the Escrowed Funds (the “Board Holdback Escrow Amount”) of the Escrowed Funds is to shall be held in the Escrow Account subject to unless and until the satisfaction establishment of the Company’s obligations under this Section 3.1 and Section 4.14(a) of the Securities Purchase Agreement and subject to the provisions of Section 4.14(d) of the Securities Purchase Agreement and Section 3.4 of this Agreement with respect to payment of partial liquidated damages to Investors from such amounta Qualified Board. Upon the Company’s satisfaction Establishment of the aforesaid obligations in this Section 3.1 and Section 4.14(a) of the Securities Purchase Agreementa Qualified Board, the Company and Investors that have invested at least a majority of the total Investment Amount under the Purchase Agreement (a “Majority in Interest of the Investors”) Investor Agent shall execute and deliver written instructions (such written instructions shall not be unreasonably withheld by the Investor Agent) with reference to this Section 3.1 to release the Board Holdback Escrow Amount to the Company (“Instructions to Release Board Holdback”). Within one (1) Business Day following its receipt of Instructions to Release Board Holdback (with wire instructions attached) jointly executed by the Company and a Majority in Interest of the InvestorsInvestor Agent, the Escrow Agent shall distribute the Board Holdback Escrow Amount, less any portion thereof previously required to be distributed to Investors as partial liquidated damages in accordance with Section 4.14(d) of the Securities Purchase Agreement and Section 3.4 of this Agreement, Amount in accordance with such written instructions. It is expressly understood that the Company shall have the sole authority to select the members of the Board of Directors of the Company, provided that such members shall satisfy the requirements as set forth in Section 3.1 of this Agreement and Section 4.8(a) of the Securities Purchase Agreement. For the avoidance of doubt, the Board Holdback Escrow Amount shall be released from the Escrow Account upon the establishment of a Qualified Board in accordance with Section 3.1 of this Agreement notwithstanding whether a Qualified Board is established within 180 days following the Closing Date.

Board Holdback Escrow. Pursuant to Section 4.14(a) of the Securities Purchase Agreement, the Company has undertaken that no later than 180 ninety (90) days following the Closing Date, the Board of Directors of the Company shall be comprised of a minimum of five members (at least two of whom shall be fluent English speakers who possess experience such that he or she can fulfill its fiduciary obligations and other responsibilities as a director of a United States publicly listed companycompany incorporated in the United States), a majority of which shall be “independent directors” as such term is defined in NASDAQ Marketplace Rule 4200(a)(15) and a meeting of such full Board of Directors shall be convened within such ninety (90) days following the Closing Date. The Board of Directors shall appoint Board committees, which shall include, but not be limited to, an Audit Committee, Nominating Committee and Compensation Committee. The chairperson of such Audit Committee, which shall be acceptable to the Investors, shall be nominated within ninety (90) days following the Closing Date (such Board of Directors meeting the criteria set forth herein shall be referred to as a “Qualified Board”). AccordinglyTo secure the establishment of a Qualified Board, the Company has agreed that $750,000 1,500,000 of the Escrowed Funds (the “Board Holdback Escrow Amount”) of the Escrowed Funds is to shall be held in the Escrow Account subject to the satisfaction of the Company’s obligations under this Section 3.1 and Section 4.14(a) of the Securities Purchase Agreement and subject to the provisions of Section 4.14(d) of the Securities Purchase Agreement and Section 3.4 of this Agreement with respect to payment of partial liquidated damages to Investors from such amount. Upon the Company’s satisfaction establishment of the aforesaid obligations in this Section 3.1 and Section 4.14(a) of the Securities Purchase Agreementa Qualified Board, the Company and Investors that have invested at least a majority of the total Investment Amount under the Purchase Agreement (a “Majority in Interest of the Investors”) shall execute and deliver written instructions (such written instructions shall not be unreasonably withheld, conditioned, or delayed by the Investors) with reference to this Section 3.1 to release the Board Holdback Escrow Amount to the Company (“Instructions to Release Board Holdback”). Within one (1) Business Day following its receipt of Instructions to Release Board Holdback (with wire instructions attached) jointly executed by the Company and a Majority in Interest of the Investors, the Escrow Agent shall distribute the Board Holdback Escrow Amount, less any portion thereof previously required to be distributed to Investors as partial liquidated damages in accordance with Section 4.14(d) of the Securities Purchase Agreement and Section 3.4 of this Agreement, Amount in accordance with such written instructions. It is expressly understood that the Company shall have the sole authority to select the members of the Board of Directors of the Company, provided that such members shall satisfy the requirements as set forth in Section 3.1 of this Agreement and Section 4.14(a) of the Securities Purchase Agreement. For the avoidance of doubt, the Board Holdback Escrow Amount shall be released from the Escrow Account upon the establishment of a Qualified Board in accordance with Section 3.1 of this Agreement (after deducting any liquidated damages payable to the Investors pursuant to Section 3.4 hereof) notwithstanding whether a Qualified Board is established within ninety (90) days following the Closing Date.