Escrow of Merger Shares. Notwithstanding the other provisions of this Article 2, at the Effective Time, Intelligroup and the Stockholders shall deliver to the Escrow Agent, registered in the name of each Stockholder, that number of shares of Intelligroup Stock equal to ten percent of the Number of Intelligroup Shares (the "Escrow Shares"). The Escrow Shares shall be held by the Escrow Agent pursuant to the terms of the Escrow Agreement. Upon a final adjudication of a disputed matter (the "Final Resolution") or upon the prior written consent of the Stockholders, any Intelligroup Indemnified Party (as defined in Section 9.2(a) hereof) shall be entitled to delivery from the Escrow Agent of such number of shares of Intelligroup Stock as shall have a value equal to the amount due such Intelligroup Indemnified Party pursuant to Article 9 hereof. For purposes of this Section 2.8, the value of shares of Intelligroup Stock so delivered to any Intelligroup Indemnified Party shall be equal to the Average Share Price. Except for Escrow Shares with a value (determined in accordance with this Section 2.9) equal to the amount of any Claims by Intelligroup Indemnified Parties that may be pending at such time, on the first anniversary of the Closing Date, the Stockholders shall be entitled to delivery from the Escrow Agent any Escrow Shares that have not been delivered to, or required to have been delivered to, Intelligroup Indemnified Parties pursuant to this Section 2.9, Article 9 hereof or the Escrow Agreement on or prior to such date. At all times that all or any part of the Escrow Shares are held by the Escrow Agent, (i) all dividends or distributions made with respect to the Escrow Shares shall be deposited with the Escrow Agent and shall be held in accordance with the Escrow Agreement, and (ii) the Stockholders shall have the sole right and power to exercise all voting rights pertaining to all or any part of the Escrow Shares.
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 Principal Shareholders and pursuant to the terms of the Escrow Agreement, Parent will deposit with the Escrow Agent named therein that number of shares of Parent Common Stock equal to 10% of the total number of shares of Parent Common Stock issuable to the Holders pursuant to Section 2.01(c).
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 Members 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. At or prior to the Effective Time, Mixman ----------------------- shall have executed and delivered the Escrow Agreement and shall have taken such other action as is necessary so that 10% of the Merger Shares are placed in escrow pursuant to the Escrow Agreement. The Merger Shares placed in escrow, subject to any claims asserted by Beatnik, shall be released from escrow pursuant to the terms of the Escrow Agreement on the first anniversary of the Closing Date.
Escrow of Merger Shares. (a) For the purposes of this Agreement,
Escrow of Merger Shares. Notwithstanding the other provisions of this Article 2, Parent shall deliver to the Depositary Agent 10% of the Merger Shares (the "Escrow Shares"). The portion of the Escrow Shares contributed on behalf of each Stockholder shall be in proportion to the aggregate number of shares of Parent Stock which such holder would otherwise be entitled under Section 2.6. The Escrow Shares shall be withheld from the Parent Stock otherwise deliverable to the Stockholders. The Escrow Shares shall be deposited with the Depositary Agent and disbursed in accordance with the Escrow Agreement. The Escrow Shares shall be beneficially owned by the holders on whose behalf such shares were deposited.
Escrow of Merger Shares. Concurrently with the execution and delivery of this Agreement, Sonus shall execute and deliver the Merger Shares Escrow Agreement in substantially the form attached hereto as Exhibit B. Within five (5) days after the execution and delivery of the Merger Shares Escrow Agreement, Sonus shall cause the Merger Shares to be issued and deposited into escrow with its counsel in accordance with the Escrow Agreement attached hereto as Exhibit B (the "Merger Shares Escrow Agreement").
