Common use of Duties of the Escrow Holder Clause in Contracts

Duties of the Escrow Holder. (i) In the event of any repurchase of Unvested Shares pursuant to, and in accordance with, the provisions of Section 7 hereof, the Escrow Holder shall take all steps necessary to consummate such repurchase, including, but not limited to, presentment of stock certificates representing the Unvested Shares subject to such repurchase, together with stock powers executed by or in the name of the Optionee appropriately completed by the Escrow Holder, to the Company or its transfer agent with irrevocable instructions to register the transfer of such Unvested Shares into the name of the Company or its designee. The Optionee hereby appoints the Escrow Holder his irrevocable attorney-in-fact to execute in his name, acknowledge and deliver all stock powers and other instruments as may be necessary or desirable with respect to the repurchase of any Unvested Shares pursuant to, and in accordance with, the provisions of Section 7 hereof. (ii) Upon the vesting of any Unvested Shares that are issued and outstanding, the Escrow Holder shall, at the request of the Optionee, either (i) promptly deliver to the Optionee the certificate or certificates representing such Unvested Shares that have become vested or (ii) promptly cause a new certificate endorsed with the appropriate legends to be issued for such Unvested Shares that have become vested and shall deliver such certificate to the Optionee. (iii) The Escrow Holder may, but need not, submit a memorandum to the Optionee and to the Company setting forth action the Escrow Holder intends to take with respect to the escrow of any Unvested Shares and requesting the parties to acknowledge the propriety of the intended action. If, in any such case, either party fails or refuses to acknowledge the propriety of the intended action, the Escrow Holder may seek the advice of counsel, who may be counsel to the Company, and any action taken in accordance with the written advice of such counsel shall be full protection to the Escrow Holder in respect thereto against any person. It is agreed that in any event the Escrow Holder shall not be liable for any action or failure to act taken in good faith, and that his liability shall be limited to actions or inaction constituting gross negligence or willful misconduct. (iv) It is understood and agreed that should any dispute arise with respect to the delivery, ownership or right of possession of any of the Unvested Shares held in escrow by the Escrow Holder hereunder, he is authorized and directed to retain in his possession without liability to anyone all or any part of said Unvested Shares until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever to institute or defend any such proceedings. (v) The Escrow Holder is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Holder obeys or complies with any such order, judgment or decree, he shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (vi) The parties hereto understand that the Escrow Holder is legal counsel to the Company, and that said counsel may continue to act as such in the event of any dispute in connection with this Agreement or any other transaction contemplated herein or affected hereby. (vii) By signing this Agreement, the Escrow Holder becomes a party to this Agreement only for the purposes of this Section 8.

Duties of the Escrow Holder. (i) In the event of any repurchase of Unvested Shares pursuant to, and in accordance with, the provisions of Section 7 6 hereof, the Escrow Holder shall take all steps necessary to consummate such repurchase, including, but not limited to, presentment of stock certificates representing the Unvested Shares subject to such repurchase, together with stock powers executed by or in the name of the Optionee Purchaser appropriately completed by the Escrow Holder, to the Company or its transfer agent with irrevocable instructions to register the transfer of such Unvested Shares into the name of the Company or its designee. The Optionee Purchaser hereby appoints the Escrow Holder his irrevocable attorney-in-fact to execute in his name, acknowledge and deliver all stock powers and other instruments as may be necessary or desirable with respect to the repurchase of any Unvested Shares pursuant to, and in accordance with, the provisions of Section 7 6 hereof. (ii) Upon the vesting of any Unvested Shares that are issued and outstandingShares, the Escrow Holder shall, at the request of the OptioneePurchaser, either (i) promptly deliver to the Optionee Purchaser the certificate or certificates representing such Unvested Shares that have become vested or (ii) promptly cause a new certificate endorsed with the appropriate legends to be issued for such Unvested Shares that have become vested and shall deliver such certificate to the OptioneePurchaser. (iii) The Escrow Holder may, but need not, submit a memorandum to the Optionee Purchaser and to the Company setting forth action the Escrow Holder intends to take with respect to the escrow of any the Unvested Shares and requesting the parties to acknowledge the propriety of the intended action. If, in any such case, either party fails or refuses to acknowledge the propriety of the intended action, the Escrow Holder may seek the advice of counsel, who may be counsel to the Company, and any action taken in accordance with the written advice of such counsel shall be full protection to the Escrow Holder in respect thereto against any person. It is agreed that in any event the Escrow Holder shall not be liable for any action or failure to act taken in good faith, and that his liability shall be limited to actions or inaction constituting gross negligence or willful misconduct. (iv) It is understood and agreed that should any dispute arise with respect to the delivery, ownership or right of possession of any of the Unvested Shares or other securities held in escrow by the Escrow Holder hereunder, he is authorized and directed to retain in his possession without liability to anyone all or any part of said Unvested Shares or other securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever to institute or defend any such proceedings. (v) The Escrow Holder is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Holder obeys or complies with any such order, judgment or decree, he shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (vi) The parties hereto understand that the Escrow Holder is legal counsel to the Company, and that said counsel may continue to act as such in the event of any dispute in connection with this Agreement or any other transaction contemplated herein or affected hereby. (vii) By signing this Agreement, the Escrow Holder becomes a party to this Agreement only for the purposes of this Section 87.

Duties of the Escrow Holder. (i) In the event of any repurchase of Unvested Shares pursuant to, and in accordance with, the provisions of Section 7 4 hereof, the Escrow Holder shall take all steps necessary to consummate such repurchase, including, but not limited to, presentment of stock certificates or other instruments representing the Unvested Shares subject to such repurchase, together with stock powers and such other instruments of assignment executed by or in the name of the Optionee Stockholder appropriately completed by the Escrow Holder, to the Company or its transfer agent with irrevocable instructions to register the transfer of such Unvested Shares into the name of the Company or its designee. The Optionee Stockholder hereby appoints the Escrow Holder his irrevocable attorney-in-fact to execute in his name, acknowledge and deliver all stock powers and other instruments as may be necessary or desirable with respect to the repurchase of any Unvested Shares pursuant to, and in accordance with, the provisions of Section 7 4 hereof. (ii) Upon the vesting of any Unvested Shares that are issued and outstandingShares, the Escrow Holder shall, at the request of the OptioneeStockholder, either (i) promptly deliver to the Optionee Stockholder the certificate certificates or certificates other instruments representing such Unvested Shares that have become vested or (ii) promptly cause a new certificate certificates or other instruments endorsed with the appropriate legends to be issued for such Unvested Shares that have become vested and shall deliver such certificate certificates or other instruments to the OptioneeStockholder. (iii) The Escrow Holder may, but need not, submit a memorandum to the Optionee Stockholder and to the Company setting forth action the Escrow Holder intends to take with respect to the escrow of any Unvested the Shares and requesting the parties to acknowledge the propriety of the intended action. If, in any such case, either party fails or refuses to acknowledge the propriety of the intended action, the Escrow Holder may seek the advice of counsel, who may be counsel to the Company, and any action taken in accordance with the written advice of such counsel shall be full protection to the Escrow Holder in respect thereto against any person. It is agreed that in any event the Escrow Holder shall not be liable for any action or failure to act taken in good faith, and that his liability shall be limited to actions or inaction constituting gross negligence or willful misconduct. (iv) It is understood and agreed that should any dispute arise with respect to the delivery, ownership or right of possession of any of the Unvested Shares held in escrow by the Escrow Holder hereunder, he is authorized and directed to retain in his possession without liability to anyone all or any part of said Unvested Shares or other securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever to institute or defend any such proceedings. (v) The Escrow Holder is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Holder obeys or complies with any such order, judgment or decree, he shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (vi) The parties hereto understand that the Escrow Holder is legal counsel to the Company, and that said counsel may continue to act as such in the event of any dispute in connection with this Agreement or any other transaction contemplated herein or affected hereby. (vii) By signing this Agreement, the Escrow Holder becomes a party to this Agreement only for the purposes of this Section 85.

Duties of the Escrow Holder. (i) In the event of any repurchase of Unvested Shares pursuant to, and in accordance with, the provisions of Section 7 4 hereof, the Escrow Holder shall take all steps necessary to consummate such repurchase, including, but not limited to, (A) presentment to the Company or its transfer agent of stock certificates representing the Unvested Shares subject to such repurchase, together with stock powers executed by or in the name of the Optionee Stockholder appropriately completed by the Escrow Holder, together with stock certificates (if any) representing the Unvested Shares subject to the Company or its transfer agent with such repurchase and irrevocable instructions to register the transfer of such Unvested Shares into the name of the Company or its designee, and (B) delivery to the Company of the Related Other Property pertaining to such Unvested Shares, together with appropriate instruments of transfer or assignment executed by or in the name of Stockholder appropriately completed by the Escrow Holder for purposes of conveying title to such Related Other Property to the Company. The Optionee Stockholder hereby appoints the Escrow Holder his irrevocable attorney-in-fact to execute in his name, acknowledge and deliver all stock powers and other instruments as may be necessary or desirable with respect to the repurchase of any Unvested Shares and the purchase of the Related Other Property pertaining to such Unvested Shares, in each case pursuant to, and in accordance with, the provisions of Section 7 4 hereof. (ii) Upon the vesting of any Unvested Shares that are issued and outstandingbecoming Vested Shares in accordance with the provisions of this Agreement, the Escrow Holder shall, at the request of the OptioneeStockholder, either (i) promptly deliver to the Optionee the certificate or certificates representing such Unvested Shares that have become vested or (ii) promptly cause a new certificate endorsed with the appropriate legends to be issued for such Unvested Shares that have become vested Vested Shares and shall deliver such certificate to the OptioneeStockholder. Upon any Unvested Shares becoming Vested Shares, the Escrow Holder shall also, at the request of the Stockholder, promptly deliver to Stockholder all Related Other Property that pertains to such Unvested Shares that became Vested Shares. (iii) The Escrow Holder may, but need not, submit a memorandum to the Optionee Stockholder and to the Company setting forth action the Escrow Holder intends to take with respect to the escrow of any the Unvested Shares and the Related Other Property pertaining to Unvested Shares and requesting the parties to acknowledge the propriety of the intended action. If, in any such case, either party fails or refuses to acknowledge the propriety of the intended action, the Escrow Holder may seek the advice of counsel, who may be counsel to the Company, and any action taken in accordance with the written advice of such counsel shall be full protection to the Escrow Holder in respect thereto against any person. It is agreed that in any event the Escrow Holder shall not be liable for any action or failure to act taken in good faith, and that his liability shall be limited to actions or inaction constituting gross negligence or willful misconduct. (iv) It is understood and agreed that should any dispute arise with respect to the delivery, ownership or right of possession of any of the Unvested Shares held in escrow by or any Related Other Property pertaining to the Unvested Shares, the Escrow Holder hereunder, he is authorized and directed to retain in his possession without liability to anyone all or any part of said Unvested Shares or Related Other Property until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever to institute or defend any such proceedings. (v) The Escrow Holder is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Holder obeys or complies with any such order, judgment or decree, he shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (vi) The parties hereto understand that the Escrow Holder is the Secretary of the Company and is legal counsel to the Company, and that said counsel the Escrow Holder may continue to act as such the Secretary of the Company and as legal counsel to the Company in the event of any dispute in connection with this Agreement or any other transaction contemplated herein or affected hereby. (vii) By signing this Agreement, the Escrow Holder becomes a party to this Agreement only for the purposes of this Section 85.

Duties of the Escrow Holder. (i) In the event of any repurchase of Unvested Shares pursuant to, and in accordance with, the provisions of Section 7 3 hereof, the Escrow Holder shall take all steps necessary to consummate such repurchase, including, but not limited to, presentment of stock certificates representing the Unvested Shares subject to such repurchase, together with stock powers executed by or in the name of the Optionee Stockholder appropriately completed by the Escrow Holder, to the Company or its transfer agent with irrevocable instructions to register the transfer of such Unvested Shares into the name of the Company or its designee. The Optionee Stockholder hereby appoints the Escrow Holder his or her irrevocable attorney-in-fact to execute in his or her name, acknowledge and deliver all stock powers and other instruments as may be necessary or desirable with respect to the repurchase of any Unvested Shares pursuant to, and in accordance with, the provisions of Section 7 3 hereof. (ii) Upon the vesting of any Unvested Shares that are issued and outstandingShares, the Escrow Holder shall, at the request of the OptioneeStockholder, either (iA) promptly deliver to the Optionee Stockholder the certificate or certificates representing such Unvested Shares that have become vested or (iiB) promptly cause a new certificate endorsed with the appropriate legends to be issued for such Unvested Shares that have become vested and shall deliver such certificate to the OptioneeStockholder. (iii) The Escrow Holder may, but need not, submit a memorandum to the Optionee Stockholder and to the Company setting forth the action the Escrow Holder intends to take with respect to the escrow of any the Unvested Shares and requesting the parties to acknowledge the propriety of the intended action. If, in any such case, either party fails or refuses to acknowledge the propriety of the intended action, the Escrow Holder may seek the advice of counsel, who may be counsel to the Company, and any action taken in accordance with the written advice of such counsel shall be full protection to the Escrow Holder in respect thereto against any person. It is agreed that in any event the Escrow Holder shall not be liable for any action or failure to act taken in good faith, and that his or her liability shall be limited to actions or inaction constituting gross negligence or willful misconduct. (iv) It is understood and agreed that should any dispute arise with respect to the delivery, ownership or right of possession of any of the Unvested Shares or other securities held in escrow by the Escrow Holder hereunder, he is authorized and directed to retain in his or her possession without liability to anyone all or any part of said Unvested Shares or other securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or of judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever to institute or defend any such proceedings. (v) The Escrow Holder is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Holder obeys or complies with any such order, judgment or decree, he shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (vi) The parties hereto understand that the Escrow Holder is legal counsel to the Company, and that said counsel may continue to act as such in the event of any dispute in connection with this Agreement or any other transaction contemplated herein or affected hereby. (vii) By signing this Agreement, the Escrow Holder becomes a party to this Agreement only for the purposes of this Section 84.

Duties of the Escrow Holder. (i) In the event of any repurchase of Unvested Shares pursuant to, and in accordance with, the provisions of Section 7 6 hereof, the Escrow Holder shall take all steps necessary to consummate such repurchase, including, but not limited to, presentment of stock certificates representing the Unvested Shares subject to such repurchase, together with stock powers executed by or in the name of the Optionee Purchaser appropriately completed by the Escrow Holder, to the Company or its transfer agent with irrevocable instructions to register the transfer of such Unvested Shares into the name of the Company or its designee. The Optionee Purchaser hereby appoints the Escrow Holder his irrevocable attorney-in-fact to execute in his name, acknowledge and deliver all stock powers and other instruments as may be necessary or desirable with respect to the repurchase of any Unvested Shares pursuant to, and in accordance with, the provisions of Section 7 6 hereof. (ii) Upon the vesting of any Unvested Shares that are issued and outstandingShares, the Escrow Holder shall, at the request of the OptioneePurchaser, either (i) promptly deliver to the Optionee Purchaser the certificate or certificates representing such Unvested Shares that have become vested or (ii) promptly cause a new certificate endorsed with the appropriate legends to be issued for such Unvested Shares that have become vested and shall deliver such certificate to the OptioneePurchaser. (iii) The Escrow Holder may, but need not, submit a memorandum to the Optionee Purchaser and to the Company setting forth action the Escrow Holder intends to take with respect to the escrow of any the Unvested Shares and requesting the parties to acknowledge the propriety of the intended action. If, in any such case, either party fails or refuses to acknowledge the propriety of the intended action, the Escrow Holder may seek the advice of counsel, who may be counsel to the Company, and any action taken in accordance with the written advice of such counsel shall be full protection to the Escrow Holder in respect thereto against any person. It is agreed that in any event the Escrow Holder shall not be liable for any action or failure to act taken in good faith, and that his liability shall be limited to actions or inaction constituting gross negligence or willful misconduct. (iv) It is understood and agreed that should any dispute arise with respect to the delivery, ownership or right of possession of any of the Unvested Shares or other securities held in escrow by the Escrow Holder hereunder, he is authorized and directed to retain in his possession without liability to anyone all or any part of said Unvested Shares or other securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but he shall be under no duty whatsoever to institute or defend any such proceedings. (v) The Escrow Holder is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Holder obeys or complies with any such order, judgment or decree, he shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (vi) The parties hereto understand that the Escrow Holder is legal counsel to the Company, and that said counsel may continue to act as such in the event of any dispute in connection with this Agreement or any other transaction contemplated herein or affected hereby. (vii) By signing this Agreement, the Escrow Holder becomes a party to this Agreement only for the purposes of this Section 87.