Common use of Earnout Escrow Clause in Contracts

Earnout Escrow. At Closing, Purchaser and Escrow Stockholders shall deposit the Earnout Holdback Shares with the Escrow Agent pursuant to the Earnout Escrow Agreement. The Earnout Escrow Agreement shall be executed and delivered by the Escrow Stockholders and appropriate BCC Party at Closing. Until such time as the Earnout Holdback Shares shall have been delivered pursuant to the terms of the Earnout Escrow Agreement, each Escrow Stockholder covenants and agrees not to sell, transfer, pledge, assign, hypothecate or dispose of or enter any contract, option or pledge or understanding (written or not) with respect to the sale, transfer, pledge, assignment, hypothecation or other disposition of the Earnout Holdback Shares or any dividends or distributions that may be declared or paid with respect thereof. Nothing in this Agreement or the Earnout Escrow Agreement shall require Purchaser or BCC to take any action after the Effective Time that it determines, in its sole discretion, is not in the best interests of Purchaser or Surviving Corporation or to conduct its business or the business of Surviving Corporation contrary to its business plan or corporate governance.

Earnout Escrow. At Closing, Purchaser and Escrow Stockholders shall deposit the Earnout Holdback Shares with the Escrow Agent pursuant to the Earnout Escrow Agreement. The Earnout Escrow Agreement shall be executed and delivered by the Escrow Stockholders and appropriate BCC Party at Closing. Until such time as the Earnout Holdback Shares shall have been delivered pursuant to the terms of the Earnout Escrow Agreement, each Escrow Stockholder covenants and agrees not to sell, transfer, pledge, assign, hypothecate or dispose of or enter any contract, option or pledge or understanding (written or not) with respect to the sale, transfer, pledge, assignment, hypothecation or other disposition of the Earnout Holdback Shares or any dividends or distributions that may be declared or paid with respect thereof. Nothing in this Agreement or the Earnout Escrow Agreement shall require Purchaser Surviving Corporation or BCC to take any action after the Effective Time that it BCC determines, in its sole discretion, is not in the best interests of Purchaser or Surviving Corporation or to conduct its business or the business of Surviving Corporation contrary to its the Surviving Corporation's business plan or corporate governance."