Escrow and Release Clause Samples

Escrow and Release. FROM ESCROW 2.1 By execution of this Amended Escrow Agreement, the Company and ▇▇▇▇▇▇, and their respective successors and assigns, hereby irrevocably appoint the Trustee to act in accordance with the provisions of the Escrow Agreement. 2.2 Simultaneously with the execution of this Amended Escrow Agreement, Trustee shall deliver to ▇▇▇▇▇▇ two (2) Deeds of Transfer executed by ▇▇▇▇▇▇ in connection with Sections 1(b) (for 120,000 Shares) and 1(c) (for 60,000 Shares) of the original Undertaking (which was an exhibit to the Original Employment Agreement) marked cancelled. Furthermore, simultaneously with the execution of this Amended Escrow Agreement, ▇▇▇▇▇▇ shall execute eight (8) Deeds of Transfer of shares (each for 15,000 Shares) in connection with Section 1(b) of the Amended Undertaking. Immediately following their execution, ▇▇▇▇▇▇ shall deposit these Deeds of Transfer with the Trustee to be held in escrow until their release in accordance with the provisions of the Amended Undertaking and this Amended Escrow Agreement. (a) Upon the receipt of written notice from the Company of occurrence of any one of the events described in Sections 1(a) through 1(c) of the Amended Undertaking (the "COMPANY'S INSTRUCTIONS NOTICE") the Trustee shall, within three (3) business days of such notice, send ▇▇▇▇▇▇ a copy of the Company's Instructions Notice (the "TRUSTEE'S NOTICE"). Within four (4) business days from the date of the Trustee's Notice, ▇▇▇▇▇▇ hereby irrevocably instructs the Trustee to release to Company Deed(s) of Transfer as follows, unless prior to the end of such 4 days' period ▇▇▇▇▇▇ provides the Trustee (with a copy to the Company) of any appropriate injunctive order preventing such release, issued by a court of competent jurisdiction: (i) If said notice is issued in connection with Section 1(a) of the Amended Undertaking then the Trustee is hereby instructed to release to the Company all nine (9) Deeds of Transfer for an aggregate of 180,000 Ordinary Shares of the Company (as adjusted to an Adjustment Event). (ii) If said notice is issued in connection with Section 1(b) of the Amended Undertaking then the Trustee is hereby instructed to release to the Company such number of Deeds of Transfer, representing the number of three month periods remaining between the date of termination of employment and the fourth anniversary of the Effective Date of the Employment Agreement (each such Deed of Transfer for an aggregate of 15,000 Ordinary Shares of the Company ...