Deposit to Escrow. At the Closing, ten percent (10%) of the Merger Consideration consisting of shares of Patriot Common Stock (valued as provided in Section 2.1 above) (the “Escrow Merger Consideration”) shall be paid by Patriot to the Escrow Agent, for deposit into the Escrow Account, as set forth in Section 2.5.
Deposit to Escrow. On the Closing Date, the Minimum Group I Merger Consideration, the Group II Merger Consideration and the Group III Merger Consideration shall be deposited by ASM with the Escrow Agent to be distributed pursuant to the terms of the Escrow Agreement. After the Closing Date, ASM shall deposit additional shares of Group I Merger Consideration into the Escrow in excess of the Minimum Group I Merger Consideration as and when necessary in order to provide sufficient Group I Merger Consideration for the distributions of Group I Merger Consideration described in Section 2.8 hereof. Pursuant to the Escrow Agreement, the Escrow Agent shall distribute the Merger Consideration as follows: (a) the Group I Merger Consideration shall be distributed in accordance with Section 2.8 hereof to each Group I Stockholder, subject to the Indemnity Escrow; (b) the Group II Merger Consideration shall be distributed to each Stockholder entitled to receive Group II Merger Consideration on the Closing Date, and (c) the Group III Merger Consideration shall be distributed to each Stockholder entitled to receive Group III Merger Consideration on the Closing Date, all based upon their respective ownership of shares of Common Stock or shares of each series of Preferred Stock immediately prior to the Effective Time of Merger. As a condition to receiving any Merger Consideration, each Stockholder holding Common Stock or Preferred Stock shall surrender, along with a duly completed and executed letter of transmittal in the form attached to the Escrow Agreement, each share certificate evidencing a share or shares of the Common Stock or Preferred Stock to the Escrow Agent who shall cause such certificates to be marked “CANCELLED,” On the Closing Date, ASM and NuTool shall jointly prepare a Schedule 2.5 detailing the following calculations: the Per Share Group I Merger Consideration, the Per Share Group II Merger Consideration (Series A), the Per Share Group II Merger Consideration (Series B), the Per Share Group II Merger Consideration (Series C), the Per Share Group II Merger Consideration (Series D), and the Per Share Group III Merger Consideration. In the event of any conflict between such Schedule 2.5 and the terms of this Agreement, the terms of this Agreement shall govern.
Deposit to Escrow. At the Closing, 330,203 shares of Common Stock (the "Escrow Stock Consideration") of the shares of Common Stock to be issued to the Polexis Principal Stockholders as part of the Units which constitute the Stock Consideration shall be paid by SYS to the Escrow Agent, for deposit into the Escrow Account, as set forth in Section 2.5. The allocation of such shares among the Polexis Principal Stockholders shall be as set forth on Schedule 1.
Deposit to Escrow. At the Effective Time, NFP shall deposit the number of shares of NFP Common Stock comprising the Escrowed Shares and the Escrowed Cash (collectively, the “Escrow Amount”) with the Escrow Agent into an escrow account (the “Escrow Account”) established pursuant to the terms and conditions of an escrow agreement substantially in the form of Exhibit D hereto (the “Escrow Agreement”) to provide for the payments to NFP of any amounts that become due to NFP under Section 8.1(a) of this Agreement. The Bank of New York shall serve as the escrow agent (the “Escrow Agent”) for the Escrow Agreement.
Deposit to Escrow. As security for any and all relevant claims made, each Covenantor agrees that:
Deposit to Escrow. (i) Simultaneously with the execution of this Agreement, the Purchaser Parent has deposited with the Escrow Agent certificates evidencing an aggregate number of 32,700 Purchaser Parent Shares together with a blank stock power duly executed by the Company (the "PURCHASER PARENT SHARES ESCROW") pursuant to Section 2.2 of the Asset Purchase Agreement, and (ii) in accordance with Section 11.5 of the Asset Purchase Agreement, (x) the Company Parent shall deposit with the Escrow Agent certificates evidencing the Company Parent Shares, and (y) the Purchaser shall deliver an assignment separate from certificate with respect to the Company Parent Shares (collectively, the Purchaser Parent Shares and the Company Parent Shares shall be referred to herein as the "SHARES ESCROW" or the "ESCROW FUND"). The Escrow Agent hereby acknowledges receipt of the Purchaser Parent Shares of the Escrow Fund. The Escrow Fund shall not be subject to any lien, attachment, trustee, process or any other judicial process of any creditor of any party hereto, as well as, the Escrow Agent. The Escrow Agent agrees to hold the Escrow Fund in escrow subject to the terms and conditions of this Agreement.
Deposit to Escrow. 8 1.13 APPLICATION OF FUNDS.................................................................................8 1.14 NO FURTHER RIGHTS OR TRANSFERS.......................................................................8 ARTICLE 2 - REPRESENTATIONS AND WARRANTIES OF THE COMPANY.....................................................9
Deposit to Escrow. At the Effective Time, Parent shall cause the Escrow Funds to be deposited with an escrow agent reasonably acceptable to Parent and the Selling Parties' Representative (the "ESCROW AGENT") under an Escrow Agreement substantially in the form attached hereto as EXHIBIT C, but including such changes as may be requested by the Escrow Agent relating to the Escrow Agent's obligations, liabilities and responsibilities (the "ESCROW AGREEMENT").
Deposit to Escrow
