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.
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.
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.
Deposit of Escrowed Shares. On the Closing Date, the Parent shall deposit with the Escrow Agent stock certificates representing 5,400,000 shares of Parent Common Stock, as escrow agent under this Escrow Agreement, that would otherwise be issuable to the Company Stockholders on the Closing Date if shares of Parent Common Stock were not to be issued into escrow pursuant to the Merger Agreement (the "Escrowed Shares"), together with stock powers duly executed in blank by each Company Stockholder. An aggregate of 1,200,000 of such shares of Parent Common Stock shall be held as security for the indemnification obligations of the Company arising under Section 14 of the Merger Agreement (the "Indemnity Shares"), and an aggregate of 4,200,000 of such shares of Parent Common Stock shall be held for contingent issuance to all of the Company Stockholders upon satisfaction of certain conditions set forth herein (the "Earn-Out Shares"), or release to the Parent, in the event that such conditions are not satisfied. Attached as Exhibit A hereto (as the same may be amended from time to time, the "Ownership Table") is a schedule of the respective interests of each Company Stockholder in the Escrowed Shares, together with the addresses of record of such Company Stockholders. The Escrow Agent (i) shall establish on its books an account (the "Escrow Account") in which the Escrow Agent shall note the number of shares of Parent Common Stock or other property from time to time held by the Escrow Agent pursuant hereto, and the Company Stockholders to whom such Escrowed Shares and other property, if any, is attributable and (ii) shall update the Ownership Table accordingly.
Deposit of Escrowed Shares. Maverick shall deliver, as of the date hereof, 3,375,000 shares of its common stock, par value $.001, to be held by the Escrow Agent in accordance with the terms of this Agreement (the "Escrowed Shares").
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. Promptly after the Effective Time, Parent -------------------------- shall deliver to the Escrow Agent one or more certificates in the name of the Escrow Agent representing the Escrowed Shares and cash in lieu of any fractional shares.
Deposit of Escrowed Shares. Upon receipt of the Merger Consideration, each Seller shall deliver to Escrow Agent the number of Escrowed Shares set forth below, together with a Stock Power executed in blank. Escrow Agent agrees to hold, administer and distribute the Escrowed Shares in the manner set forth in this Agreement. Seller # of Escrowed Shares Elliott 6,000,000 Kuhnert 4,000,000
Deposit of Escrowed Shares. Pursuant to Section 2.10 of the Merger Agreement, Parent has deposited the Escrowed Shares with the Escrow Agent, which Escrowed Shares shall be held in escrow and distributed by the Escrow Agent in accordance with the terms and conditions of this Agreement. The Escrowed Shares shall collectively constitute an escrow fund (the “Escrow Fund”) with respect to the indemnification rights of the Parent Indemnitees under Article X of the Merger Agreement. The Escrow Agent hereby accepts delivery of the Escrow Fund and to hold the Escrow Fund in an escrow account (the “Escrow Account”), subject to the terms and conditions of this Agreement. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any Former Company Stockholder or of any party hereto. The Escrow Agent shall hold and safeguard the Escrow Fund until the Termination Date, provided that if any Escrowed Shares comprising the Escrow Fund shall be required to be held in escrow by the Escrow Agent after the Termination Date pursuant to Section 7(b) hereof, then the Escrow Agent shall continue to hold and safeguard such Escrowed Shares as the Escrow Fund until such Escrowed Shares shall have been released in accordance with Section 7(b) hereof.
