Escrow and Escrow Shares. Pursuant to Article VIII, Parent shall ------------------------ deposit in escrow with the Escrow Agent, as escrow agent, within five (5) business days of the Effective Time, a stock certificate or certificates representing ___________ shares (the "Escrow Shares"), which shall be registered in the name of the Escrow Agent as nominee for the beneficial owners of such shares. The Escrow Shares shall be held and distributed by the Escrow Agent in accordance with the terms and conditions of Article VIII and this Agreement. The number of Escrow Shares beneficially owned by each Shareholder, the percentage interest of each Shareholder in the Escrow Fund, the address of each Shareholder and the taxpayer identification of each Shareholder are set forth in Annex B attached hereto. -------
Escrow and Escrow Shares. Pursuant to the Acquisition Agreement, Acquisition Sub and Rational shall deposit in escrow with the Depositary Agent, as Depositary Agent, stock certificates representing the number of Exchangeable Shares issuable to the Shareholders set out in Annex C, having a value of approximately $3,800,000 (collectively, the "Escrow Shares"), which Escrow Shares shall be registered in the name of the Depositary Agent as Depositary Agent under this Agreement and will be beneficially owned by the Shareholders on a pro rata basis. The Escrow Shares shall be held and distributed by the Depositary Agent in accordance with the terms and conditions of Article X and this Agreement. The type and pro rata portion of Escrow Shares to be released to the Holder's Account (as defined below) of each Shareholder at the end of the Half-Time Date (as defined below) and the Escrow Period is set forth in Annex C attached hereto. The remainder of the Exchangeable Shares and Parent Common Shares issuable to the Shareholders pursuant to the Acquisition Agreement and not constituting Escrow Shares (the "Restricted Shares") shall be deposited with the Depositary Agent, who shall establish subaccounts for each Holder (a "Holder's Account"), and such shares shall be released by the Depositary Agent on a monthly basis to each Holder in accordance with the Vesting and Release Schedule. In the event that a holder of Restricted Options (as defined below) is terminated Without Cause by Parent, any Options that were (i) vested at the time of Closing and (ii) delivered to Parent to be held with additional restrictions (the "Restricted Options") shall be placed into such holder's Holder's Account to be held by the Depository Agent and released pursuant to the Vesting and Release Schedule. 2.
Escrow and Escrow Shares. Pursuant to Article VIII, Parent shall deposit in escrow with the Escrow Agent, as escrow agent, within five (5) business days of the Effective Time, a certificate or certificates representing the Escrow Shares. __________ of the Escrow Shares shall be allocated to the 10% Fund and __________ of the Escrow Shares shall be allocated to the 2.1% Fund. All of the Escrow Shares shall be registered in the name of the Escrow Agent as nominee for the Security Holders who are the beneficial owners of such Shares. The Escrow Shares shall be held and distributed by the Escrow Agent in accordance with the terms and conditions of Article VIII and this Agreement. The number of Escrow Shares allocable to the 10% Fund beneficially owned by each Security Holder, the number of Escrow Shares allocable to the 2.1% Fund beneficially owned by each Security Holder, the percentage interest of each Security Holder in the 10% Fund, the percentage interest of each Security Holder in the 2.1% Fund, the address of each Security Holder and the taxpayer identification of each Security Holder are set forth in Annex B attached hereto.
Escrow and Escrow Shares. Pursuant to the Reorganization Agreement, Acquiror shall deposit in escrow with the Escrow Agent, as escrow agent, as soon as practicable after the Effective Time (as defined in the Reorganization Agreement) and in any event within five (5) business days of the Effective Time (as defined in the Reorganization Agreement) of the Merger, a stock certificate or certificates representing 6,169 shares of Acquiror Common Stock (the "Escrow Shares") which shall be registered in the name of the Escrow Agent, or its nominee, as nominee for the beneficial owners of such shares. The Escrow Shares shall be held and distributed by the Escrow Agent in accordance with the terms and conditions of the Reorganization Agreement and this Agreement. The number of Escrow Shares beneficially owned by each Shareholder is set forth in Appendix B attached hereto.
Escrow and Escrow Shares. (a) Pursuant to Article VIII, Purchaser shall deposit in escrow with the Escrow Agent, as escrow agent, as soon as reasonably practicable after the Closing of the Share Purchase, a stock certificate or certificates representing 228,178 shares of Purchaser Common Stock registered in the name of Embassy & Co., as nominee of the Escrow Agent (such shares, together with any additional shares of Purchaser Common Stock deposited with the Escrow Agent pursuant to paragraph (b) below and the Founders' Escrow Shares deposited with the Escrow Agent pursuant to the next clause of this sentence, being referred to herein as the "Escrow Shares"), and 10,000 shares of Purchaser Common Stock in respect of the Founders' Escrow Shares, which shall be registered in the name of the Escrow Agent as nominee for the beneficial owners of such shares.
Escrow and Escrow Shares. Pursuant to the Asset Purchase Agreement, Abiliti shall deposit in escrow with the Escrow Agent, as escrow agent, such amount in Series F Preferred Stock, Common Stock and Warrants (collectively, the "Escrow Shares" and together with additions to or earnings or distributions on the same, the "Escrow Deposit"), as set forth on Schedule A, which Escrow Shares shall be registered in the name of Abiliti (or the permitted assignees of Abiliti's rights in such shares, as described in Section 5 below) as the beneficial owner of such shares. The Escrow Shares shall be held and distributed by the Escrow Agent in accordance with the terms and conditions hereof.
Escrow and Escrow Shares. Pursuant to the Reorganization Agreement, Acquiror shall, through its stock transfer agent (initially, Boston EquiServe LLP), deposit in escrow with the Escrow Agent, as escrow agent, within five (5) business days of the Effective Time (as defined in the Reorganization Agreement) of the Merger (a) 105 a stock certificate or certificates representing 135,088 shares (the "Escrow Shares") which shall be registered in the name of the Escrow Agent as nominee for the beneficial owners of such shares and (b) a certificate which specifies the date on which the Effective Time occurs and the Closing Price). The Escrow Shares shall be held and distributed by the Escrow Agent in accordance with the terms and conditions Article VII and this Agreement, provided that in no event shall more than 135,088 shares of Acquiror Common Stock be distributed to Acquiror. The number of Escrow Shares beneficially owned by each Shareholder, the address of each shareholder and the taxpayer identification of each shareholder are set forth in Annex B attached hereto.
Escrow and Escrow Shares. Pursuant to Article VIII, Parent shall ------------------------ deposit in escrow with the Escrow Agent, as escrow agent, within five (5) business days of the Effective Time, a stock certificate or certificates representing 1,406,250 shares (the "Escrow Shares"), which shall be registered in the name of the Escrow Agent as nominee for the Shareholders who are the beneficial owners of such shares. The Escrow Shares shall be held and distributed by the Escrow Agent in accordance with the terms and conditions of Article VIII and this Agreement. The number of Escrow Shares beneficially owned by each Shareholder, the percentage interest of each Shareholder in the Stock Escrow Fund, the address of each Shareholder and the taxpayer identification number of each Shareholder are set forth in Annex B ------- attached hereto. Whenever any fact set forth in Annex B changes, Parent shall ------- deliver a revised version of Annex B to the Escrow Agent. Unless and until the ------- Escrow Agent shall receive such revised version, the Escrow Agent may assume without inquiry that the last Annex B it has received has not been, and is not ------- required to be, amended and remains in full force and effect.
Escrow and Escrow Shares. Pursuant to the Offer, Parent shall deposit in escrow with the Escrow Agent, as escrow agent, a stock certificate or certificates representing 65,212 shares of Parent Common Stock (the "Escrow Shares"), which shall be registered in the name of the Escrow Agent as nominee for the beneficial owners of such shares. The Escrow Shares shall be held and distributed by the Escrow Agent in accordance with the terms and conditions of this Agreement. The number of Escrow Shares held on behalf of each Indemnifying Shareholder is set forth in Annex A attached hereto. The
Escrow and Escrow Shares. Pursuant to the Reorganization Agreement, Parent shall deposit in escrow with the Escrow Agent, as escrow agent, a stock certificate or certificates representing 250,000 shares of Parent Common Stock (the "Escrow Shares") which shall be registered in the name of the Escrow Agent as nominee for the beneficial owners of such shares. The Escrow Shares shall be held and distributed by the Escrow Agent in accordance with the terms and conditions of Article VII and this Agreement. The number of Escrow Shares beneficially owned by each Shareholder and the percentage of each Shareholder in the Escrow Fund are set forth in Annex B attached hereto.
