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 Xxxxxx Trust Company of California, 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 D (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 10.1) as the representative under the Escrow Agreement of the Persons receiving Merger 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 (5)
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Escrow of Parent Common Stock. At the Effective Time, (i) five percent (5%) of the Exchange Consideration consisting of shares of Parent Common Stock payable to existing shareholders of the Company (the "Primary 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 "Primary Escrow Agreement") by and among the Parent, the Company's shareholders (or a representative of the Company's shareholders elected by holders of a majority of the Company Common Stock, assuming conversion of the Series A Preferred and Series B Preferred (the "Holders' 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 Primary Escrow Agreement and (ii) six and one-quarter percent (6 1/4%) of the Exchange Consideration consisting of shares of Parent Common Stock payable to existing shareholders of the Company (the "Secondary Escrow Shares") shall be issued to the Escrow Agent pursuant to the terms of an escrow agreement (the "Secondary Escrow Agreement") by and among the Parent, the Company's shareholders or the Holders' Representative and 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 Secondary Escrow Agreement.
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 8.4. The Escrow Shares shall be held in escrow as security for any claims Parent may have pursuant to Section 8.3 for a period of two (2) years after the Closing (the "Escrow Termination Date"), under the terms of the Escrow Agreement. In the event that shares of Parent common stock are issued in respect of the Additional Consideration at a time when the Escrow Shares are still subject to the Escrow Agreement, such shares will also be placed in escrow and will be subject to the terms of the Escrow Agreement as part of the Escrow Shares, as if such shares had been placed in escrow at the Closing. If at the Escrow Termination Date, no unresolved claims filed by Parent remain outstanding, the Escrow Shares shall be released to the Shareholders. If at the Escrow Termination Date, indemnification claims are outstanding which equal or exceed the fair market value of the Escrow Shares, the Escrow Shares shall remain in escrow until the resolution of the claim or claims. If at the Escrow Termination Date, indemnification claims are outstanding and the value of the Escrow Shares exceeds such indemnification claims, upon request by the Shareholders, Escrow Agent may release an amount of Escrow Shares (the "Release Shares"), provided that the Escrow Agent shall retain in escrow sufficient shares of Parent common stock the fair market value of which is at least two (2) times the amount of the indemnification claim or claims outstanding (the "Reserve Shares") and provided however, that notwithstanding Section 8.6(b), if the Reserve Shares are insufficient to cover the indemnification claims as finally determined, the Shareholders will be jointly and severally liable for any such deficiency up to an amount equal to what the fair market value of the Release Shares was on the Escrow Termination Date.
Sample 1
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. 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. 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
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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

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 Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • 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.

  • Issuance of Parent Common Stock When issued in accordance with the terms of this Agreement, the shares of Parent Common Stock to be issued pursuant to Section 1.3(b) to the holders of Company Shares will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Common Stock Reorganization If the Company shall after the date of issuance of this Warrant subdivide its outstanding shares of Common Stock into a greater number of shares or consolidate its outstanding shares of Common Stock into a smaller number of shares (any such event being called a "Common Stock Reorganization"), then (a) the Exercise Price shall be adjusted, effective immediately after the record date at which the holders of shares of Common Stock are determined for purposes of such Common Stock Reorganization, to a price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding on such record date before giving effect to such Common Stock Reorganization and the denominator of which shall be the number of shares of Common Stock outstanding after giving effect to such Common Stock Reorganization, and (b) the number of shares of Common Stock subject to purchase upon exercise of this Warrant shall be adjusted, effective at such time, to a number determined by multiplying the number of shares of Common Stock subject to purchase immediately before such Common Stock Reorganization by a fraction, the numerator of which shall be the number of shares outstanding after giving effect to such Common Stock Reorganization and the denominator of which shall be the number of shares of Common Stock outstanding immediately before such Common Stock Reorganization.

  • Legend on Common Stock Certificates Certificates for shares of the ------------------------------------- Common Stock issued after the Record Time but prior to the Separation Time shall evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement, dated as of October 11, 2001 (as such may be amended from time to time, the "Rights Agreement"), between Central Bancorp, Inc. (the "Company") and Registrar and Transfer Company, the Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged for shares of Common Stock or other securities or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or "Adverse Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor. Until the Separation Time, certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall evidence one Right for each share of Common Stock evidenced thereby notwithstanding the absence of the foregoing legend.

  • 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.

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