Escrow Assets. (a) 118,906 Shares of Common Stock of Legacy Education, Inc. (LGCY) (based on LGCY closing trading price on NYSE of $8.41 on December 17, 2024) *For avoidance of doubt, it is agreed that Escrow Agent shall have no power to vote any of such shares.
Escrow Assets. (a) Greenbrook and Purchaser agree to deposit with the Escrow Agent a total of 2,908,665 Greenbrook Shares (the "Escrow Shares" and together with any dividends with respect thereto, the "Escrow Assets"), which is comprised of: (i) 1,163,466 Greenbrook Shares (the "Adjustment Escrow Shares" and, together with any dividends paid with respect thereto, the "Adjustment Escrow Assets"); and
(ii) 1,745,199 Greenbrook Shares (the "Indemnity Escrow Shares" and, together with any dividends paid with respect thereto, the "Indemnity Escrow Assets"). The Parties and the Escrow Agent agree that, notwithstanding anything to the contrary in the Underlying Agreement, the Escrow Agent shall hold the Escrow Assets as a book position registered in the name of Computershare Trust Company, N.A., as Escrow Agent, for the benefit of the Sellers' Representative.
(b) The Escrow Agent does not own or have any interest in the Escrow Assets but is serving as escrow holder, having only possession thereof and agreeing to hold and distribute the Escrow Assets in accordance with the terms and conditions set forth herein.
Escrow Assets. (a) Remark agrees to deposit with the Escrow Agent One Hundred and Twenty Five Thousand (125,000) shares of Remark’s Common Stock (the “Escrow Assets”) on the date hereof. The Escrow Agent shall hold the Escrow Assets as a book position registered in the name of Computershare Trust Company, N.A. as Escrow Agent for the benefit of the Stockholders.
Escrow Assets. Escrow Agent shall hold and safeguard the Escrow Assets during the term of this Agreement in accordance with the terms hereof. The value of Preferred Stock held in the Escrow Account as Escrow Assets will be equal to the value of the underlying shares of Common Stock, on a converted basis, based on the volume weighted average price (“Volume Weighted Average Price”) of the Common Stock over a period of ten consecutive trading days prior to the assertion of a Claim by the Indemnified Party. If such Preferred Stock has been converted into shares of Common Stock as permitted under Section 2(a), then the value of the shares of Common Stock held in the Escrow Account as Escrow Assets will be based on the Volume Weighted Average Price of the Common Stock over a period of ten consecutive trading days prior to the assertion of a Claim by the Indemnified Party. Volume Weighted Average Price means the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Principal Market (which shall initially mean the American Stock Exchange and shall also include the New York Stock Exchange, the NASDAQ Small-Cap Market or the NASDAQ National Market, whichever is at the time the principal trading exchange or market for the Common Stock), the daily volume weighted average price of the Common Stock for such date on the Principal Market on which the Common Stock is then listed or quoted as reported; (b) if the Common Stock is not then listed or quoted on a Principal Market and if prices for the Common Stock are then quoted on the Over-The-Counter Bulletin Board, the volume weighted average price of the Common Stock for such date on the Over-The-Counter Bulletin Board; (c) if the Common Stock is not then listed or quoted on the Over-The-Counter Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by the National Quotation Bureau Incorporated (or a similar organization or agency succeeding to its functions of reporting prices), the average of the most recent bid and ask price per share of the Common Stock so reported; or (d) in all other cases, the fair market value of a share of Common Stock as determined by a nationally recognized-independent appraiser selected in good faith by the Board of Directors of Digital Angel.
Escrow Assets. The Escrow Cash is being held by the Purchaser to secure the Escrow Obligations (as defined below). The Purchaser shall disburse the Escrow Cash to the Seller on the Cash Release Date provided, however, that if prior to any such release date the Purchaser has notified the Seller of any matters in respect to which indemnification or other rights or remedies are available to the Purchaser under Article 8.1, then the Purchaser shall withdraw and retain permanently that amount of such Escrow Cash equal to the amount of Purchaser’s Losses (and defined below) incurred or to be incurred (as reasonably determined by the Purchaser) on account of such matters. Interest, if any, payable on Escrow Cash held in interest-bearing accounts shall become part of and comprise Escrow Cash.
Escrow Assets
