Escrow of Parent Common Stock Sample Clauses

Escrow of Parent Common Stock. Upon the Closing, Parent shall withhold the shares of Parent Common Stock to be delivered to the Escrow Agent pursuant to Section 1.8(a)(ii) (the "Escrow Shares") and deliver such shares to U.S. Bank Trust National Association, as escrow agent, or such other financial institution reasonably acceptable to the Company (the "Escrow Agent"), to be held by the Escrow Agent as collateral to secure the rights of the Indemnitees under Section 9. The Escrow Shares shall be held pursuant to the provisions of an escrow agreement substantially in the form of Exhibit B (the "Escrow Agreement"). The Escrow Shares will be represented by a certificate or certificates issued in the name of the Escrow Agent and will be held by the Escrow Agent for a period of one year from the Closing Date (the "Escrow Period"); PROVIDED HOWEVER that in the event any Indemnitee has made a claim under Section 9 prior to the end of the Escrow Period, then the Escrow Period shall continue until such claim is fully and finally resolved. In the event that this Agreement is adopted by the Company's stockholders, then all such stockholders shall, without any further act of any Company stockholder, be deemed to have consented to and approved (i) the use of the Escrow Shares as collateral to secure the rights of the Indemnitees under Section 9 in the manner set forth herein and in the Escrow Agreement, and (ii) the appointment of the Company Stockholders' Representative (as defined in Section 11.1) as the representative under the Escrow Agreement of the Persons receiving Stock Consideration under this Agreement and as the attorney-in-fact and agent for and on behalf of each such Person (other than holders of Dissenting Shares).
Sample 1See All (9)
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Escrow of Parent Common Stock. At the Effective Time, ten percent (10%) of the Purchase Price, or Three Hundred Seventy Five Thousand (375,000) shares, of the Exchange Consideration consisting of shares of Parent Common Stock payable to existing Shareholders ("Holders") of the Company (the "Escrow Shares") shall be issued to an escrow agent pursuant to the terms of an escrow agreement substantially in the form of Exhibit A hereto (the "Escrow Agreement") by and among the Parent, the Holders (or a representative of the Company's Holders elected by a majority of the Company Common Stock, (the "Company Representative") and an escrow agent (the "Escrow Agent"), which agreement shall permit the sale of such escrowed shares so long as the proceeds from such sale remain subject to the Escrow Agreement. Said Escrow Shares will proxied and pro-rated among the Holders as determined solely by the Holders, and provided to the Parent in writing prior to the Closing ("Proxy Right"). Said Proxy Right shall be held by the Holders and may not be sold, transferred, assigned or otherwise delegated to any other individual. Said Proxy Right shall be forfeited, adjusted or reduced immediately by the Holders in the same pro-rated amount as the Hold-Back Shares when deemed forfeited, adjusted or reduced pursuant to the Escrow Agreement.
Sample 1
Escrow of Parent Common Stock. Upon the Closing, Parent shall withhold the shares of Parent Common Stock to be delivered to the Escrow Agent pursuant to Section 1.8(a)(ii) (the "Escrow Shares") and deliver such shares to La Salle Bank National Association as escrow agent (the "Escrow Agent"), to be held by the Escrow Agent as collateral to secure the rights of the Indemnitees under Section 9 hereof. The Escrow Shares shall be held pursuant to the provisions of an escrow agreement substantially in the form of EXHIBIT B (the "Escrow Agreement"). The Escrow Shares will be represented by a certificate or certificates
Sample 1
Escrow of Parent Common Stock. Upon the Closing, Parent shall withhold the Escrow Shares to be delivered to the Escrow Agent pursuant to Section 1.8(a)(ii) (the "Escrow Shares") and deliver such shares to Xxxxx Fargo Bank Texas, N.A. as escrow agent (the "Escrow Agent"), to be held by the Escrow Agent as collateral to secure the rights of the Indemnitees under Section 10 hereof. The Escrow Shares shall be held pursuant to the provisions of an escrow agreement substantially in the form of Exhibit E (the "Escrow Agreement"). The deposit of the Escrow Shares with the Escrow Agent pursuant to the terms of the Escrow Agreement shall constitute full and final payment of that consideration to the appropriate Shareholders in consideration of such Shareholders' respective shares of Company capital stock pursuant to this Agreement; provided, however, Parent shall be obligated to cause the Escrow Agent to release shares to the Shareholders in accordance with the provisions of Section 11 hereof and the Escrow Agreement and shall be obligated to cause the Parent's transfer agent to certificate such shares as released in accordance with this Agreement and the Escrow Agreement. The Escrow Shares will be represented by a certificate or certificates issued in the name of the Escrow Agent and will be held by the Escrow Agent for periods as set forth in the Escrow Agreement (the "Escrow Period"). In the event that this Agreement is adopted by the Shareholders' Representative, as evidenced solely by the execution and delivery of this
Sample 1
Escrow of Parent Common Stock. On December 31, 2001 and on January 31, 2002, Parent, pursuant to the Merger Agreement, shall deliver to the Escrow Agent original stock certificates representing the Escrowed Shares required to be deposited into escrow on such date for deposit in escrow (the "Escrow Deposit"), all issued in the name of the Shareholders with stock powers in favor of the Escrow Agent. The Escrow Deposit shall be maintained by, and shall be under the exclusive dominion and control of, the Escrow Agent and shall be disbursed by the Escrow Agent only in accordance with the provisions of this Agreement.
Sample 1
Escrow of Parent Common Stock. At the Effective Time of the Merger, Parent shall deposit twenty percent (20%) of the Merger Consideration (the "Escrow Shares") with the Escrow Agent and pursuant to the Escrow Agreement. The Escrow Shares shall be held for so long as the Company's representations and warranties survive pursuant to Section 9.1(a) hereof to satisfy indemnification obligations of the Senior Preferred Shareholders to Parent pursuant to Section 9 hereof. The Escrow Shares shall be deducted on a pro rata basis from the Merger Consideration allocable to each Senior Preferred Shareholder pursuant to Section 1.5 and each Senior Preferred Shareholder shall only be entitled to their respective portion of the Escrow Shares as shall remain in escrow after all claims pursuant to Section 9 have been paid in full.
Sample 1
Escrow of Parent Common Stock. At Closing, certificates representing 272,727 shares of Parent common stock (the "Escrow Shares") shall be delivered by the Shareholders to NBD Bank, as escrow agent (the "Escrow Agent") under an Escrow Agreement substantially in the form attached hereto as Exhibit 8.
Sample 1
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Related to Escrow of Parent Common Stock

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Company Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Cancellation of Treasury Stock and Parent-Owned Stock Any shares of Company Common Stock that are owned by the Company as treasury stock, and any shares of Company Common Stock owned by Parent or Merger Sub, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Escrow of Shares (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment. (c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Holder with full power of substitution, as Participant's true and lawful attorney‑in‑fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination. (d) The Escrow Holder will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Holder do so. (e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. (f) In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Shares of Restricted Stock will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of unvested Shares of Restricted Stock be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any unvested Shares of Restricted Stock, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Shares of Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the unvested Shares of Restricted Stock pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement.

  • Common Stock 1 Company........................................................................1

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