Common use of Creation of Escrow Clause in Contracts

Creation of Escrow. (a) At the Closing, as collateral security for the payment of any indemnification obligations of the Stockholders pursuant to Sections 12.1 and 12.2 hereof and for the payment of amounts due pursuant to Article 3 hereof, the following shall be delivered to UniCapital's Transfer Agent as indemnity escrow agent (the "Indemnity Escrow Agent"): (i) ten percent (10%) of the number of shares of UniCapital Stock issuable to each Stockholder as part of the Effective Date Consideration in accordance with Annex II, rounded up to the nearest whole share (the "Escrow Shares"); and (ii) ten percent (10%) of the cash portion of the Effective Date Consideration payable to each Stockholder in accordance with Annex II, rounded up to the nearest whole cent (the "Escrow Cash"). (b) The Escrow Shares and the Escrow Cash are referred to together as the "Escrow Property." In addition, the Escrow Property shall include all cash and non-cash dividends and other property at any time received or otherwise distributed in respect of or in exchange for any or all of the Escrow Property, all securities hereafter issued in substitution for any of the foregoing, all certificates and instruments representing or evidencing such securities, all cash and non-cash proceeds of all of the foregoing property and except as provided in Section 4.3 all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property.

Creation of Escrow. (a) At the Closing, as collateral security for the payment of any indemnification obligations of the Stockholders Stockholder pursuant to Sections 12.1 and 12.2 hereof and for the payment of amounts due pursuant to Article 3 hereof, the following shall be delivered to UniCapital's Transfer Agent as an indemnity escrow agent agreed to by the parties (the "Indemnity Escrow Agent"): (i) ten percent (10%) of the number of shares of UniCapital Stock issuable to each the Stockholder as part of the Effective Date Consideration in accordance with Annex II, rounded up to the nearest whole share (the "Escrow Shares"); and (ii) ten percent (10%) of the cash portion of the Effective Date Consideration payable to each the Stockholder in accordance with Annex II, rounded up to the nearest whole cent (the "Escrow Cash"). (b) The Escrow Shares and the Escrow Cash are referred to together as the "Escrow Property." In addition, the Escrow Property shall include all cash and non-cash dividends and other property at any time received or otherwise distributed in respect of or in exchange for any or all of the Escrow Property, all securities hereafter issued in substitution for any of the foregoing, all certificates and instruments representing or evidencing such securities, all cash and non-cash proceeds of all of the foregoing property and except as provided in Section 4.3 4.3, all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property.

Creation of Escrow. (a) At the Closing, as collateral security for the payment of any indemnification obligations of the Stockholders pursuant to Sections 12.1 and 12.2 hereof and for the payment of amounts due pursuant to Article 3 hereof, the following shall be delivered to UniCapital's American Stock Transfer Agent as indemnity escrow agent (the "Indemnity Escrow Agent"): (i) ten percent (10%) of the number of shares of UniCapital Stock issuable to each Stockholder as part of the Effective Date Consideration in accordance with Annex IIIV, rounded up to the nearest whole share (the "Escrow Shares"); and (ii) ten percent (10%) of the cash portion of the Effective Date Consideration payable to each Stockholder in accordance with Annex IIIV, rounded up to the nearest whole cent (the "Escrow Cash"). (b) The Escrow Shares and the Escrow Cash are referred to together as the "Escrow Property." In addition, the Escrow Property shall include all interest, cash and non-cash dividends and other property at any time received or otherwise distributed on, in respect of or in exchange for any or all of the Escrow Property, all securities hereafter issued in substitution for any of the foregoing, all certificates and instruments representing or evidencing such securities, all cash and non-cash proceeds of all of the foregoing property and except as provided in Section 4.3 all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property, except as provided in Section 4.3.

Creation of Escrow. (a) At the Closing, as collateral security for the payment of any indemnification obligations of the Stockholders pursuant to Sections 12.1 and 12.2 hereof and for the payment of amounts due pursuant to Article 3 hereof, the following shall be delivered to UniCapital's Transfer Agent as indemnity escrow agent (the "Indemnity Escrow Agent"): (i) ten percent (10%) of the number of shares of UniCapital Stock issuable to each Stockholder as part of the Effective Date Consideration in accordance with the percentages set forth on Annex II, rounded up to the nearest whole share (the "Escrow Shares"); and (ii) ten percent (10%) of the cash portion of the Effective Date Consideration payable to each Stockholder in accordance with the percentages set forth on Annex II, rounded up to the nearest whole cent (the "Escrow Cash"). (b) The Escrow Shares and the Escrow Cash are referred to together as the "Escrow Property." In addition, the Escrow Property shall include all cash and non-cash dividends and other property at any time received or otherwise distributed in respect of or in exchange for any or all of the Escrow Property, all securities hereafter issued in substitution for any of the foregoing, all certificates and instruments representing or evidencing such securities, all cash and non-cash proceeds of all of the foregoing property and except as provided in Section 4.3 and all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property.

Creation of Escrow. (a) At the Closing, as collateral security for the payment of any indemnification obligations of the Stockholders pursuant to Sections 12.1 and 12.2 hereof and for the payment of amounts due pursuant to Article 3 hereof, the following shall be delivered to [UniCapital's Transfer Agent Agent] as indemnity escrow agent (the "Indemnity Escrow Agent"): (i) ten percent (10%) of the number of shares of UniCapital Stock issuable to each Stockholder as part of the Effective Date Consideration in accordance with Annex II, rounded up to the nearest whole share (the "Escrow Shares"); and (ii) ten percent (10%) of the cash portion of the Effective Date Consideration payable to each Stockholder in accordance with Annex II, rounded up to the nearest whole cent (the "Escrow Cash"). (b) The Escrow Shares and the Escrow Cash are referred to together as the "Escrow Property." In addition, the Escrow Property shall include all cash and non-cash dividends and other property at any time received or otherwise distributed in respect of or in exchange for any or all of the Escrow Property, all securities hereafter issued in substitution for any of the foregoing, all certificates and instruments representing or evidencing such securities, all cash and non-cash proceeds of all of the foregoing property and and, except as provided in Section 4.3 4.3, all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property.

Creation of Escrow. (a) At the Closing, as collateral security for the payment of any indemnification obligations of the Stockholders pursuant to Sections 12.1 and 12.2 hereof and for the payment of amounts due pursuant to Article 3 hereof, the following shall be delivered to UniCapital's American Stock Transfer Agent as indemnity escrow agent (the "Indemnity Escrow Agent"): (i) ten percent (10%) of the number of shares of UniCapital Stock issuable to each Stockholder as part of the Effective Date Consideration in accordance with Annex IIIII, rounded up to the nearest whole share (the "Escrow Shares"); and (ii) ten percent (10%) of the cash portion of the Effective Date Consideration payable to each Stockholder in accordance with Annex IIIII, rounded up to the nearest whole cent (the "Escrow Cash"). (b) The Escrow Shares and the Escrow Cash are referred to together as the "Escrow Property." In addition, the Escrow Property shall include all interest, cash and non-cash dividends and other property at any time received or otherwise distributed on, in respect of or in exchange for any or all of the Escrow Property, all securities hereafter issued in substitution for any of the foregoing, all certificates and instruments representing or evidencing such securities, all cash and non-cash proceeds of all of the foregoing property and except as provided in Section 4.3 all rights, titles, interests, privileges and preferences appertaining or incident to the foregoing property, except as provided in Section 4.3.