Common use of ESCROW AND CERTIFICATES Clause in Contracts

ESCROW AND CERTIFICATES. The Venturi Shares shall be subject to forfeiture if Sellers breach certain of the representations or warranties in this Agreement, or if certain of the representations made by Sellers in this Agreement turn out to be untrue, as shall be more fully set forth in the Restated Global Escrow Agreement, as amended. The Venturi Shares shall be held by Escrow Agent pursuant to the terms of the Restated Global Escrow Agreement, as amended. The certificates representing the Venturi Shares shall contain, for so long as the Venturi Shares are held in escrow, a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE AND ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, INCLUDING AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE THAT THE SHARES MAY NOT BE OFFERED OR SOLD FOR A CERTAIN PERIOD OF TIME AFTER THE DATE OF ISSUANCE.