Escrow of Merger Shares. Notwithstanding the provisions of this ----------------------- Article 2, Beatnik shall place in escrow pursuant to the terms of the Escrow Agreement that number of Merger Shares equal to 10% of the total Merger Shares (the "Escrow Shares") allocated on a pro rata basis among all shareholders of Mixman. In the event that the Merger is approved by the shareholders of Mixman as provided herein, the shareholders of Mixman shall, without any further act of any shareholder of Mixman, be deemed to have consented to and approved (i) the use of the Escrow Shares as collateral for Mixman's indemnification obligations under Article 9 in the manner set forth in the Escrow Agreement, (ii) the appointment of Xxxx Xxxxxxx as the initial representative of the Mixman shareholders (the "Seller Representative") under the Escrow Agreement and as the attorney-in-fact and agent for and on behalf of each Mixman shareholder (other than holders of Dissenting Shares), and the taking by the Seller Representative of any and all actions and the making of any decisions required or permitted to be taken by him under the Escrow Agreement (including, without limitation, the exercise of the powers: to authorize delivery of Escrow Shares in satisfaction of claims by Beatnik Indemnified Parties; to agree to, negotiate, enter into settlements and compromises of and demand arbitration and comply with orders of the courts and awards of arbitrators with respect to such claims; to resolve any claim made pursuant to Article 9 hereof; and to take all action necessary in the judgement of the Seller Representative for the accomplishment of the foregoing), (iii) reimbursement of the Seller Representative (from the remaining Escrow Property or by each Seller) for the Seller Representative's reasonable, documented out of pocket expenses in performing the functions specified in the Escrow Agreement and in defending third party claims under Article 9 hereof, (iv) indemnification by the Sellers of the Seller Representative against loss, damage liability and expense that may be incurred by him arising out of or in connection with the acceptance or administration of the Seller Representative's duties, except as caused by his gross negligence or willful misconduct, and (v) to all of the other terms, conditions and limitations in the Escrow Agreement.
Escrow of Merger Shares. 74 10.5 Threshold; Limitations on Indemnity..............................76 10.6 Stockholder Representative; Power of Attorney....................77 10.7 Characterization of Indemnity Payments...........................78 TABLE OF CONTENTS (CONTINUED) PAGE ---- ARTICLE 11 MISCELLANEOUS...........................................................78
Escrow of Merger Shares. Notwithstanding the other provisions of this Article 2, FRT shall deliver to the Escrow Agent a number of shares of FRT Stock equal to .10 multiplied by the number of Merger Shares (the "Escrow Shares"). The Escrow Shares, shall be withheld from the FRT Stock otherwise deliverable to the RedChip Stockholders (the "General Escrow Fund"). The Escrow Shares shall be deposited with the Escrow Agent and disbursed in accordance with Section 10.4.
Escrow of Merger Shares. At the Closing, on behalf of the Stockholders and pursuant to the terms of the Escrow Agreement, Parent will deposit with the Escrow Agent that number of shares of Parent Common Stock equal to 10% of the total number of shares of Parent Common Stock issuable to the Stockholders pursuant to Section 2.01(c). Such deposit shall be on behalf of the Stockholders and with the same effect as if Parent had delivered such shares to the Stockholders and the Stockholders had delivered such shares to the Escrow Agent.
Escrow of Merger Shares. 46 9.5.THRESHOLD; LIMITATIONS ON INDEMNITY.....................................47
Escrow of Merger Shares. If the Escrow Agreement is in effect at the time an assertion of indemnification is made by a Intelligroup Indemnified Party and except as otherwise provided in Section 2.11, the obligations of the Stockholders hereunder with respect to the Damages shall only be satisfied by the distribution to the Intelligroup Indemnified Party of Merger Shares held pursuant to the Escrow Agreement.
Escrow of Merger Shares. (a) For the purposes of this Agreement,
Escrow of Merger Shares. At the Effective Time, MacroPore shall deliver to the escrow agent: (i) that number of shares of Merger Shares equal to ten percent (10%) of the Merger Shares issued to the StemSource Stockholders (other than MacroPore) under Sections 2.6(a) and 2.6(c) (the "Escrow Shares") on pro rata basis. The Escrow Shares shall be held for the purpose of securing the indemnification obligations of the StemSource Stockholders set forth in this Agreement. The Escrow Shares shall be held by the escrow agent pursuant to the terms of the Indemnity Escrow Agreement substantially in the form of Exhibit E attached hereto (the "Escrow Agreement") by and among MacroPore, StemSource, the escrow agent and the Shareholder Representative (as defined in Section 2.9(b) below).
Escrow of Merger Shares. Notwithstanding the other provisions of this Article 2, Parent shall deliver to the Depositary Agent that number of shares of Parent Stock as equals (a) the Number of Parent Shares multiplied by (b) 0.30, and rounded to a whole number of shares on a holder-by-holder basis (the "ESCROW SHARES"). The Escrow Shares shall be withheld from the Parent Stock otherwise deliverable to the Stockholders and shall constitute two (2) separate escrows: (a) one-third of the Escrow Shares shall constitute the "GENERAL ESCROW FUND" and the remaining two-thirds of the Escrow Shares shall constitute the "TAX AUDIT ESCROW FUND," in each case rounded to the nearest whole share. The Escrow Shares shall be deposited with the Depositary Agent and disbursed in accordance with Section 9.4.
Escrow of Merger Shares. At the Effective Time, ArQule shall deposit a number of Merger Shares having a Market Value (as defined in Section 1.6(b)) equal to ten percent (10%) of the sum of (i) the product of 3,390,000 multiplied by the Market Value, plus (ii) the amount of Merger Cash, if any, with an escrow agent reasonably satisfactory to Camitro to be held and disbursed by such agent in accordance with the form of escrow agreement (the "ESCROW AGREEMENT") attached hereto as Exhibit A.
