Dividends, Voting and Rights of Ownership. Except for dividends paid ----------------------------------------- in stock declared by iPrint in connection with a stock split or otherwise in respect to the Escrowed Shares that have not been released pursuant to the terms hereof, which shall become part of such Escrowed Shares and shall be treated equally in every respect as Escrowed Shares hereunder, any cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrowed Shares, will be distributed currently to the Wood Shareholders and, if distributed to the Escrow Agent, shall promptly be paid over to the Wood Shareholders. Each Wood Shareholder will have voting rights with respect to such Wood Shareholder's Proportionate Interest in the Escrowed Shares so long as such Escrowed Shares are held in escrow, and iPrint shall take all reasonable steps necessary to allow the exercise of such rights. While the Escrowed Shares remain in the Escrow Agent's possession pursuant to this Agreement, the Wood Shareholders will retain and will be able to exercise all other incidents of ownership of said Escrowed Shares which are not inconsistent with the terms and conditions of this Agreement. Subject to the rights of iPrint under the Reorganization Agreement and this Agreement, all beneficial interest in the Escrow Account shall be the property of the Wood Shareholders from and after the Closing, and iPrint shall have no interest therein. None of the rights of the Wood Shareholders hereunder shall be transferable except as otherwise provided by law. Each of the Wood Shareholders shall be obligated for all federal, state or local taxes applicable to such Wood Shareholder's interest in the Escrow Account.
Dividends, Voting and Rights of Ownership. Any cash dividends, dividends payable in property or other distributions of any kind (except for Additional Shares) made in respect of the Escrow Shares will be held 138 by the Escrow Agent pursuant to this agreement. The Holder will have the right to vote the Escrow Shares held in escrow for the account of Holder so long as such Escrow Shares are held in escrow. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Escrow Agreement, the Holder will retain and will be able to exercise all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions of this Escrow Agreement. Without limiting the foregoing, following the expiration of the lock-up period required under the "pooling of interests" accounting rules (the "Lock-Up Date"), the Holder may instruct the Escrow Agent to sell the Escrow Shares for cash provided that any and all proceeds (the "Proceeds") from such sale will become part of the Escrow Fund and will be disbursed in accordance with this Escrow Agreement. The Escrow Agent will hold such Proceeds in the Escrow Fund and will invest such Proceeds as hereinafter provided.
Dividends, Voting and Rights of Ownership. Any cash dividends, dividends payable in property or other distributions of any kind (except for Additional Shares) made in respect of the Escrow Shares and any interest and other income earned as specified in Section 10 below shall be distributed promptly after receipt by the Escrow Agent to the Holder. The Holder shall have the right to direct the Escrow Agent in writing as to the exercise of any voting rights pertaining to the Escrow Shares, and the Escrow Agent shall comply with any such written instructions. In the absence of such instructions, the Escrow Agent shall not vote any of the Escrow Shares. The Escrow Agent shall be under no obligation to preserve, protect or exercise voting or other rights in the Escrow Shares, and shall be responsible only for reasonable measures to maintain the physical safekeeping thereof, and otherwise to perform and observe such duties on its part as are expressly set forth in this Agreement, except that it shall, at the written request of the Holder given to the Escrow Agent at least three business days prior to the date on which the Escrow Agent is requested therein to take any action, deliver to the Holder a proxy or other instrument in the form supplied to it by the Holder for voting or otherwise exercising any right of consent with respect to any of the Escrow Shares held by it hereunder, to authorize therein the Holder to exercise such voting or consent authority in respect of the Escrow Shares. The Escrow Agent shall not be responsible for forwarding to any party, notifying any party with respect to, or taking any action with respect to, any notice, solicitation or other document or information, written or otherwise, received from any issuer or other person with respect to the Escrow Shares, including but not limited to, proxy material, tenders, options, the pendency of calls and maturities and expiration of rights. While the Escrow Shares remain in the Escrow Agent’s possession pursuant to this Escrow Agreement, the Holder shall retain and shall be able to exercise all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions hereof.
Dividends, Voting and Rights of Ownership. Any cash dividends paid out of current earnings and profits in respect of the Shareholders Indemnity Shares shall be distributed currently by Parent (or Parent's transfer agent) to the Shareholders and will not be available to satisfy the indemnification obligations of the Shareholders. The Shareholders will have the right to vote the Shareholders Indemnity Shares so long as such Shareholders Indemnity Shares are held in escrow and Parent will take all reasonable steps necessary to allow the exercise of such rights. While the Shareholders Indemnity Shares remain in the Escrow Agent's possession pursuant to this Agreement, the Shareholders will retain and will be able to exercise all incidents of ownership of such shares that are not inconsistent with the terms of this Agreement.
Dividends, Voting and Rights of Ownership. Except for tax-free dividends paid in stock declared with respect to the Escrow Shares pursuant to Section 305(a) of the Internal Revenue Code of 1986, as amended (the "CODE") ("ADDITIONAL ESCROW SHARES"), there will be distributed promptly to the Holders any cash dividends or dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares. Each Holder will have voting rights with respect to the Escrow Shares deposited in the Escrow Fund with respect to such Holder so long as such Escrow Shares are held in escrow, and Niku will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement and the Merger Agreement, the Holders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreement and the Merger Agreement.
Dividends, Voting and Rights of Ownership. Any cash dividends, dividends payable in property or other distributions of any kind (except for Additional Shares) made in respect of the Escrow Shares shall be distributed currently by Parent directly to the Holders on a pro rata basis. Each Holder shall have the right to vote the Escrow Shares held in escrow for the account of such Holder so long as such Escrow Shares are held in escrow, and Parent and the Escrow Agent shall take all steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Escrow Agreement, the Holders shall retain and shall be able to exercise all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions hereof. Any income tax reporting required with respect to dividends paid on the Escrow Shares shall be the responsibility of Parent.
Dividends, Voting and Rights of Ownership. Any cash dividends, dividends payable in property or other distributions of any kind (except for Additional Shares) made in respect of the Escrow Shares shall also be held in escrow ("Escrow Funds") (and, as required under this Escrow Agreement, shall be released from escrow), and for the purposes of this Escrow Agreement, shall constitute part of the "Escrow Shares." Each Holder shall have the right to vote the Escrow Shares held in escrow for the account of such Holder so long as such Escrow Shares are held in escrow. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Escrow Agreement, the Holders shall retain and shall be able to exercise all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions hereof.
Dividends, Voting and Rights of Ownership. Except for tax-free dividends paid in stock declared with respect to the Escrow Shares pursuant to Section 305(a) of the Code ("ADDITIONAL ESCROW SHARES") and returns of capital, any cash dividends, dividends payable in securities or other distributions made in respect of the Escrow Shares will be distributed by the Company to Holder. Holder will have the right to vote the Escrow Shares deposited in the Escrow Account for the account of Holder so long as such Escrow Shares are held in escrow, and the Company will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain in Escrow Agent's possession pursuant to this Agreement, Holder will retain and will be able to exercise all other incidents of ownership of said Escrow Shares that are not inconsistent with the terms and conditions of this Agreement.
Dividends, Voting and Rights of Ownership. Any cash dividends, dividends payable in property or other distributions of any kind (except for Additional Shares) made in respect of the Escrow Shares shall be distributed currently by Parent to the Holders on a pro rata basis. Each Holder shall have the right to vote the Escrow Shares held in escrow for the account of such Holder so long as such Escrow Shares are held in escrow, and Parent and the Escrow Agent, but only as directed in writing by Parent, shall take all steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Escrow Agreement, the Holders shall retain and shall be able to exercise all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions hereof.
Dividends, Voting and Rights of Ownership. Except for dividends paid in shares of Microfield stock that are declared and paid with respect to the Escrow Shares or shares of Microfield Common Stock issued with respect to Escrow Shares and resulting from a stock split or other subdivision ("ADDITIONAL ESCROW SHARES"), any cash dividends, dividends payable in securities or other distributions of any kind made or paid in respect of the Escrow Shares shall be distributed by Microfield to each Shareholder at the time of such dividend or other distribution. Each Shareholder shall have the right to vote the Escrow Shares deposited in the Escrow Account for the account of such Shareholder so long as such Escrow Shares are held in escrow and not the subject of a Claim, and Microfield shall take all reasonable steps necessary to allow the exercise of such rights. So long as the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement and have not been canceled as provided herein or repurchased by Microfield AND ARE NOT THE SUBJECT OF A CLAIM, the Shareholders shall retain and shall be able to exercise voting rights with respect to such Escrow Shares and all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions of this
