Distribution of Escrow Shares. (a) The Escrow Agent shall distribute the Escrow Shares only in accordance with (i) a written instrument delivered to the Escrow Agent that is executed by both the Parent and the Indemnification Representative and that instructs the Escrow Agent as to the distribution of some or all of the Escrow Shares, (ii) an order of a court of competent jurisdiction, a copy of which is delivered to the Escrow Agent by either the Parent or the Indemnification Representative, that instructs the Escrow Agent as to the distribution of some or all of the Escrow Shares, or (iii) the provisions of Section 3(b) hereof.
Distribution of Escrow Shares. At the times provided for in Section 11.3(d), the Escrow Shares shall be released and transferred by the Escrow Agent to the Shareholders’ Representative for distribution to the Shareholders. The Purchaser will take such action as may be necessary to cause such securities to be issued in the names of the appropriate persons. Certificates representing Escrow Shares so issued that are subject to resale restrictions under applicable securities laws will bear a legend to that effect. No fractional shares shall be released and delivered from the Escrow Fund to the Shareholders’ Representative and all fractional shares shall be rounded to the nearest whole share.
Distribution of Escrow Shares. The Escrow Shares shall serve as collateral for the indemnity obligations of the Shareholders under the Reorganization Agreement. Any claim by ForeFront for indemnification against the Shareholders shall be conducted in accordance with the terms of this Section 2.1 If ForeFront shall have any claim against the Shareholders (excluding claims resulting from the assertion of liability by third parties), it shall promptly give written notice thereof to the Escrow Agent and the Shareholders, including in such notice a brief description of the facts upon which such claims are based and the amount thereof. If the Shareholders object to the allowance of any such claims, they shall give written notice to ForeFront and the Escrow Agent within twenty days following receipt of ForeFront's notice of claim, advising it and the Escrow Agent that they do not consent to the delivery of any of the Escrow Shares out of escrow for application to such claims. If no such notice is timely provided by the Shareholders to ForeFront and the Escrow Agent, the Escrow Agent shall, within five business days after the expiration of the prior notice period, deliver out of escrow the lesser of: (a) the number of the Escrow Shares (in whole shares) that have an aggregate market value as notified of in writing by ForeFront and the Shareholders most nearly equal to the amount of the claim or claims thus to be satisfied, or (b) all of the Escrow Shares. If the Shareholders advise ForeFront and the Escrow Agent within the foregoing twenty day period that they object to such application of the Escrow Shares after a claim has been made, the Escrow Agent shall hold the Escrow Shares in escrow until the rights of the Shareholders and ForeFront with respect thereto have been agreed upon in accordance with the terms of this Agreement. If any distribution pursuant to this Section 2.1 involves fewer than all of the Escrow Shares, it shall be allocated pro rata against the Escrow Shares therein based on the Escrow Shares beneficially owned by each Shareholder (unless the claim made is based disproportionately on a representation made individually by a Shareholder in which case the distribution shall be appropriately adjusted).
Distribution of Escrow Shares. At the times provided for in Section 3.3(d), the Escrow Shares shall be released and transferred to the Seller together with any Accrued Dividends with respect to such released Escrow Shares and other amounts or property held in such Escrow Account. The Purchaser will take such action as may be necessary to cause the transfer of such Escrow Shares to be registered in its register of members and certificates in respect of such Escrow Shares to be issued in the name of the Seller. Certificates representing Escrow Shares so transferred that are subject to resale restrictions under applicable securities laws will bear a legend to that effect. No fractional shares shall be released and transferred by the Escrow Agent to the Seller and all fractional shares shall be rounded to the nearest whole share.
Distribution of Escrow Shares. At the times provided for in Section 10.3(d), the Indemnification Escrow Shares shall be distributed to the Escrow Participant. The Purchaser will take such action as may be necessary to cause such certificates to be issued in the names of the appropriate persons. Certificates representing Indemnification Escrow Shares so issued that are subject to resale restrictions under applicable securities laws will bear a legend to that effect. No fractional shares shall be released and delivered from the Escrow Fund and all fractional shares shall be rounded to the nearest whole share.
Distribution of Escrow Shares. If all or any portion of the Escrow Shares are to be released from the Escrow Fund pursuant to Section 9.4(d), then such Escrow Shares shall be released to the Owners’ Representative for distribution to the Owners. The Acquirer will take such action as may be necessary to cause such certificates to be issued in the names of the appropriate Persons. Certificates or book-entry positions representing Escrow Shares so issued that are subject to resale restrictions under applicable securities laws will bear a legend to that effect. No fractional shares shall be released and delivered from the Escrow Fund to the Owners’ Representative and all fractional shares shall be rounded to the nearest whole share.
Distribution of Escrow Shares. At the times provided for in Section 11.3(d), the Escrow Shares shall be distributed to each Escrow Participant in accordance with such Escrow Participant’s Escrow Pro Rata Portion. The Purchaser will take such action as may be necessary to cause such certificates to be issued in the names of the appropriate persons. Certificates representing Escrow Shares so issued that are subject to resale restrictions under applicable securities laws will bear a legend to that effect. No fractional shares shall be released and delivered from the Escrow Fund and all fractional shares shall be rounded to the nearest whole share.
Distribution of Escrow Shares. (a) On the General Distribution Date, the Escrow Agent shall deliver to Acquiror for cancellation certificates representing 283,500 of the Escrow Shares then held in escrow as of the General Distribution Date. If an Indemnification Claim pursuant to Section 11.1(a)(A) or 11.1(a)(B) (a "General Indemnification Claim") is not pending as of the General Distribution Date, Acquiror shall promptly issue and deliver to the Shareholders (in accordance with their respective Percentage Interests) new certificates representing such number of the Escrow Shares. If there are General Indemnification Claims pending as of the General Distribution Date, Acquiror and the Indemnitor Representative shall use their reasonable efforts to agree in writing on the Indemnification Amount with respect to any such pending General Indemnification Claims; provided, that if Acquiror and the Indemnitor Representative are not able to agree on the Indemnification Amount with respect to such General Indemnification Claims by the General Distribution Date, the amount of the Indemnification Amount solely for purposes of the calculations in the following sentence of this Section 3.3(a) shall be the amount claimed by Acquiror in its notice of Indemnification Claim in connection with such General Indemnification Claim. Upon determination of the Indemnification Amount in accordance with the preceding sentence, Acquiror shall promptly:
Distribution of Escrow Shares. If all or any portion of the Escrow Shares are to be released from the Share Escrow Fund pursuant to Section 10.4(d), then such Escrow Shares shall be released to the Sellers’ Representative for distribution to the Sellers and Optionholders in accordance with their respective Pro Rata Share. The Purchaser will take such action as may be necessary to cause such certificates to be issued in the names of the appropriate Persons. Certificates or book-entry positions representing Escrow Shares so issued that are subject to resale restrictions under applicable securities Laws will bear a legend to that effect. No fractional shares shall be released and delivered from the Share Escrow Fund to the Sellers’ Representative and all fractional shares shall be rounded to the nearest whole share.
Distribution of Escrow Shares. At the times provided for in Section 12.3(b), the Escrow Shares shall be released and transferred by the Escrow Agent to the Majority Shareholder. The Purchaser will take such action as may be necessary to cause such securities to be issued in the names of the appropriate Persons;
