Deposit of Escrowed Shares. (a) Promptly following the date of this Escrow Agreement, Party A and Party B shall instruct Continental Stock Transfer & Trust Company (“Continental”) to deliver the Escrowed Shares and stock powers signature guaranteed received by Continental in connection with the Escrowed Shares to the Escrow Agent. The Escrowed Shares shall constitute an escrow fund (the “Escrow Fund”) for the satisfaction of Indemnification Claims of the Parent Indemnified Persons under the Purchase Agreement. The Escrow Fund shall be held as a escrow fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any person, including any Party hereto. The Escrow Agent agrees to accept delivery of the Escrowed Shares and stock powers and to hold the Escrowed Shares and stock powers in an escrow account, subject to the terms and conditions of this Escrow Agreement.
(b) Each record owner of the Escrowed Shares shall be entitled to exercise all voting rights with respect to such owner’s Escrowed Shares.
(c) Party A and Party B agree between themselves, for the benefit of Party A and the Escrow Agent, that any securities or other property distributable (whether by way of dividend, stock split or otherwise) in respect of or in exchange for any Escrowed Shares shall not be distributed to the record owners of such Escrowed Shares, but rather shall be distributed to and held by the Escrow Agent in the Escrow Fund. Ordinary cash dividends will be paid by Party A directly to the Seller Interest Holders or other record owners of such Escrowed Shares and not to the Escrow Agent. Unless and until the Escrow Agent shall actually receive such additional securities or other property, it may assume without inquiry that the Escrowed Shares currently being held by it in the Escrow Fund are all that the Escrow Agent is required to hold. At the time any Escrowed Shares are required to be released from the Escrow Fund to any Person pursuant to this Agreement, any securities or other property previously received by the Escrow Agent in respect of or in exchange for such Escrowed Shares shall be released from the Escrow Fund to such Person.
Deposit of Escrowed Shares. (a) Simultaneously with the execution and delivery of this Agreement, Purchaser, on behalf of the Stockholders and for the benefit of Purchaser, shall deliver to the Escrow Agent one or more certificates registered in the name of the Escrow Agent representing a number of shares of Purchaser Common Stock equal to (i) the Initial Shares, and (ii) the ADCO Initial Shares. In addition, the Optionees and Holdings hereby assign to the Escrow Agent, for the benefit of Purchaser, their rights, as described in Recitals C and E, to such number of Contingent Shares, as may be required of each of the Optionees and Holdings hereunder. Upon such deposit, the duties and obligations of each of the parties to this Agreement will commence.
(b) If, prior to the termination of this Agreement, any Restated Options are exercised in whole or in part, a number of shares of Purchaser Common Stock issuable upon such exercise equal to the lesser of (i) the Net Number, or (ii) sum of the Required Number and the ADCO Required Number, shall be delivered to the Escrow Agent and registered in the name of the Escrow Agent, and such shares shall become and thereafter be Escrowed Shares. Deposits first will be made to the ADCO Account and then to the General Account. Notwithstanding the foregoing, the ADCO Required Number need not be deposited if at the time of exercise there shall have been a final distribution of Escrowed Funds pursuant to Section 7(c).
(c) If, prior to the termination of this Agreement, the Put Right is exercised, in whole or in part, or the Redemption Right is exercised, a number of shares of Purchaser Common Stock issuable upon such exercise equal to the sum of the Required Number and the ADCO Required Number shall be delivered to the Escrow Agent and registered in the name of the Escrow Agent, and such shares shall become and thereafter be Escrowed Shares. Deposits first will be made to the ADCO Account and then to the General Account. Notwithstanding the foregoing, the ADCO Required Number need not be deposited if at the time of exercise there shall have been a final distribution of Escrowed Funds pursuant to Section 7(c).
Deposit of Escrowed Shares. (a) Pursuant to Section 2.12 of the Merger Agreement, on the Closing Date, Spinco agrees to deposit with the Escrow Agent a number of shares of Spinco Common Stock in book-entry form (the “Escrowed Shares”) equal to 1.84% of the shares of Spinco Common Stock issued and outstanding on a fully diluted basis after giving effect to the Merger, as may be adjusted to account for the treatment of options to purchase shares of Spinco Common Stock using the treasury stock method (the “Initial Escrowed Share Number”). Such number of shares of Spinco Common Stock shall be rounded to the nearest whole number. Until transferred or distributed in accordance with this Agreement, the Escrow Agent shall hold the Escrowed Shares as a book-entry position registered in the name of the Escrow Agent for the benefit of Spinco and the Voyager Stockholders.
Deposit of Escrowed Shares. (a) In accordance with the Purchase Agreement, Seller is depositing with Escrow Agent one or more certificates representing the Escrowed Shares and appropriate stock powers executed by Seller in blank with respect to the Escrowed Shares (the STOCK POWERS). Escrow Agent acknowledges receipt thereof.
(b) Escrow Agent hereby agrees to act as escrow agent and to hold, safeguard and deliver the Escrowed Shares pursuant to the terms and conditions hereof. The Escrowed Shares shall be treated by the parties for all purposes as owned by Seller unless and until the Escrowed Shares are released to Purchaser pursuant to the terms of this Agreement.
Deposit of Escrowed Shares. Buyer has issued certificates for the Escrowed Shares issuable by Buyer pursuant to Section 2.4(ii) of the Purchase Agreement in the name of the Escrow Agent evidencing the shares of Buyer Common Stock to be held in escrow in accordance with this Agreement. The Escrowed Shares shall be held by the Escrow Agent in the Escrow Account (as defined below) in accordance with the provisions of this Agreement and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto or the Selling Shareholders. The Escrowed Shares, together with all products and proceeds thereof (including all interest, dividends, gains and other income earned with respect thereto (the “Escrow Earnings”)), are collectively referred to herein as the “Escrow Fund.”
Deposit of Escrowed Shares. Simultaneous with the execution of this Escrow Agreement, Parent is depositing with the Escrow Agent, and Escrow Agent hereby acknowledges receipt of, a certificate representing 171,074 shares of Parent Common Stock issued to the Company pursuant to Section 3.1(c) of the Purchase Agreement (the "Initial Escrowed Shares"), accompanied by five fully executed stock powers duly endorsed in blank and medallion guaranteed. The Initial Escrowed Shares, together with any shares of Parent Common Stock issued as a result of any stock dividend or stock split with respect to such shares and such other shares of Parent Common Stock as may, from time to time, be deposited with the Escrow Agent in accordance with the Purchase Agreement, are hereinafter referred to as the "Escrowed Shares." The Escrow Agent shall hold, subject to the terms and conditions hereof, the Escrowed Shares, provided, however, that it is understood and agreed that (a) any cash dividends or distributions on the Escrowed Shares shall be payable to the Company and shall not be held by the Escrow Agent and (b) the Company shall retain any voting rights associated with the Escrowed Shares.
Deposit of Escrowed Shares. At Closing, ARC will deposit with the Escrow Agent a portion of the Share Consideration calculated in accordance with Section 2.08(b) (the “Escrowed Shares”), such Escrowed Shares to be held and disbursed pursuant to the Escrow Agreement. Each Seller’s portion of the Escrowed Shares shall be based upon their respective Pro Rata Shares. The Escrowed Shares shall be withheld, administered and distributed strictly in accordance with the terms of the Escrow Agreement. To the extent there is any inconsistency between the terms of this Agreement and the terms of the Escrow Agreement, the terms of the Escrow Agreement shall control.
Deposit of Escrowed Shares. Upon receipt of the Purchase Consideration, Leonard and Norman shall deliver to the Escrow Agent the number of Xxxxxxxd Shaxxx xx the Stock Purchase Agreement, together with a Stock Power executed in blank. The Escrow Agent agrees to hold, administer and distribute the Escrowed Shares in the manner set forth in this Agreement including Exhibit A attached hereto and incorporated herein.
Deposit of Escrowed Shares. Concurrently with the execution hereof and pursuant to subsections 5.2(b) and 5.7(b)(1)(B) of the Kids Holding Agreement, Elamex USA and Kids Holding shall deliver and deposit with Escrow Agent the Escrowed Shares (i.e., one certificate in the name of Kids Holding representing Ninety-one Thousand Three Hundred Fifty-seven (91,357) restricted shares of the common stock of Elamex, S.A. de C.V., together with a duly executed stock power relating thereto).
Deposit of Escrowed Shares. At the Closing, simultaneously with the execution and delivery of this Agreement, Purchaser will deliver to the Escrow Agent 1,505,646 shares of Parent Common Stock (the "Escrowed Shares") pursuant to the terms and conditions of Section 2.3(b) of the Stock Purchase Agreement, which shall be held pursuant to this Agreement as security for any obligations of Seller and the Members pursuant to, and in accordance with, Sections 2.4(e), 11.1 and 11.7 of the Stock Purchase Agreement. The Escrow Agent shall not distribute or release the Escrowed Shares except in accordance with the terms of this Agreement. All dividends or distributions in respect of the Escrowed Shares (whether in the form of cash, securities or other property) shall be paid promptly upon their receipt by the Escrow Agent to Seller or, at the election of Seller, to the members of Seller listed on Schedule 1 attached hereto (collectively, the “Members”).
