Common use of Escrow of Shares Clause in Contracts

Escrow of Shares. (a) To ensure the availability for delivery of the Shares upon repurchase by the Company pursuant to the Company’s Repurchase Option, promptly upon execution of this Agreement, the Seller shall deliver to the Escrow Agent a certificate (or certificates) representing the Shares, along with fully executed stock powers that are medallion guaranteed and duly endorsed in form for transfer to the Company. The Seller shall also promptly deliver to the Escrow Agent any other documents or instruments reasonably requested by the Escrow Agent. The certificates representing the Shares together with the stock powers shall be held by the Escrow Agent in escrow pursuant to the terms of an Escrow Agreement to be entered into simultaneously with the execution of this Agreement in the form attached hereto as Exhibit A. (b) Subject to the terms hereof the Seller shall have all the rights of a shareholder with respect to such Shares while they are held in escrow, including without limitation, the right to vote the Shares and receive any cash dividends declared thereon. If from time to time during the term of the Company's Repurchase Option, there is (i) any stock dividend, stock split or other change in the Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which the Seller is entitled by reason of the Seller's ownership of the Shares shall be immediately subject to this escrow, deposited with the Escrow Agent and included thereafter as "Shares" for purposes of this Agreement and the Company's Repurchase Option.

Escrow of Shares. (a) To ensure Certificates evidencing the availability for delivery Shares issued under this Agreement will be held in escrow by the Secretary of the Company or his or her designee (the “Escrow Holder”) until such Shares upon repurchase by the Company pursuant cease to the Company’s Repurchase Optionbe subject to forfeiture in accordance with Section 2, promptly upon execution of this Agreement, the Seller shall deliver to at which time the Escrow Agent a certificate (or certificates) representing the Shares, along with fully executed stock powers that are medallion guaranteed and duly endorsed in form for transfer to the Company. The Seller shall also promptly Holder will deliver to the Escrow Agent any other documents or instruments reasonably requested by the Escrow Agent. The such certificates representing the nonforfeitable Shares together to the Grantee; provided, however, that no certificates for Shares will be delivered to the Grantee until appropriate arrangements have been made with the stock powers shall Company for the withholding or payment of any taxes that may be held by the Escrow Agent in escrow pursuant due with respect to the terms of an Escrow Agreement to be entered into simultaneously with the execution of this Agreement in the form attached hereto as Exhibit A.such Shares. (b) Subject If any of the Shares are forfeited by the Grantee under Section 2, upon request by the Company, the Escrow Holder will deliver the stock certificate(s) evidencing those Shares to the terms hereof the Seller shall Company, which will then have all the rights of a shareholder with respect to such Shares while they are held in escrow, including without limitation, the right to vote the retain and transfer those Shares to its own name free and receive clear of any cash dividends declared thereon. If from time to time during the term rights of the Company's Repurchase Option, there Grantee under this Agreement or otherwise. (c) The Escrow Holder is (i) any stock dividend, stock split or other change in the Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities hereby directed to which the Seller is entitled by reason of the Seller's ownership permit transfer of the Shares only in accordance with this Agreement or in accordance with instructions which are consistent with this Agreement which are signed by both parties. In the event further instructions are reasonably desired by the Escrow Holder, he or she shall be immediately subject entitled to this escrow, deposited with conclusively rely upon directions executed by a majority of the members of the Board. The Escrow Agent and included thereafter as "Shares" Holder shall have no liability for purposes any act or omissions hereunder while acting in good faith in the exercise of this Agreement and the Company's Repurchase Optionhis or her own judgment.

Escrow of Shares. (a) To ensure Certificates evidencing the availability for delivery Shares issued under this Agreement will be held in escrow by the Secretary of the Company or his or her designee (the “Escrow Holder”) until such Shares upon repurchase by the Company pursuant cease to the Company’s Repurchase Optionbe subject to forfeiture in accordance with Section 2, promptly upon execution of this Agreementat which time, the Seller shall Escrow Holder will deliver to the Escrow Agent a certificate (or certificates) representing the Shares, along with fully executed stock powers that are medallion guaranteed and duly endorsed in form for transfer to the Company. The Seller shall also promptly deliver to the Escrow Agent any other documents or instruments reasonably requested by the Escrow Agent. The such certificates representing the nonforfeitable Shares together to the Grantee; provided, however, that no certificates for Shares will be delivered to the Grantee until appropriate arrangements have been made with the stock powers shall Company for the withholding or payment of any taxes that may be held by the Escrow Agent in escrow pursuant due with respect to the terms of an Escrow Agreement to be entered into simultaneously with the execution of this Agreement in the form attached hereto as Exhibit A.such Shares. (b) Subject If any portion of the Shares are forfeited by the Grantee under Section 2, upon request by the Company, the Escrow Holder will deliver the stock certificate(s) evidencing those Shares to the terms hereof the Seller shall Company, which will then have all the rights of a shareholder with respect to such Shares while they are held in escrow, including without limitation, the right to vote the retain and transfer those Shares to its own name free and receive clear of any cash dividends declared thereon. If from time to time during the term rights of the Company's Repurchase Option, there Grantee under this Agreement or otherwise. (c) The Escrow Holder is (i) any stock dividend, stock split or other change in the Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities hereby directed to which the Seller is entitled by reason of the Seller's ownership permit transfer of the Shares only in accordance with this Agreement or in accordance with instructions which are inconsistent with this Agreement which are signed by both parties. In the event further instructions are reasonably desired by the Escrow Holder, he or she shall be immediately subject entitled to this escrow, deposited with conclusively rely upon directions executed by a majority of the members of the Board. The Escrow Agent and included thereafter as "Shares" Holder shall have no liability for purposes any act or omissions hereunder while acting in good faith in the exercise of this Agreement and the Company's Repurchase Optionhis or her own judgment.

Escrow of Shares. (a) To ensure Certificates evidencing the availability for delivery Shares issued under this Agreement will be held in escrow by the Secretary of the Company or his or her designee (the “Escrow Holder”) until such Shares upon repurchase by the Company pursuant cease to the Company’s Repurchase Optionbe subject to forfeiture in accordance with Section 3, promptly upon execution of this Agreement, the Seller shall deliver to at which time the Escrow Agent a certificate (or certificates) representing the Shares, along with fully executed stock powers that are medallion guaranteed and duly endorsed in form for transfer to the Company. The Seller shall also promptly Holder will deliver to the Escrow Agent any other documents or instruments reasonably requested by the Escrow Agent. The such certificates representing the nonforfeitable Shares together to the Grantee; provided, however, that no certificates for Shares will be delivered to the Grantee until appropriate arrangements have been made with the stock powers shall Company for the withholding or payment of any taxes that may be held by the Escrow Agent in escrow pursuant due with respect to the terms of an Escrow Agreement to be entered into simultaneously with the execution of this Agreement in the form attached hereto as Exhibit A.such Shares. (b) Subject If any of the Shares are forfeited by the Grantee, the Escrow Holder will deliver the stock certificate(s) evidencing those Shares to the terms hereof the Seller shall Company, which will then have all the rights of a shareholder with respect to such Shares while they are held in escrow, including without limitation, the right to vote the retain and transfer those Shares to its own name free and receive clear of any cash dividends declared thereon. If from time to time during the term rights of the Company's Repurchase Option, there Grantee under this Agreement or otherwise. (c) The Escrow Holder is (i) any stock dividend, stock split or other change in the Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities hereby directed to which the Seller is entitled by reason of the Seller's ownership permit transfer of the Shares only in accordance with this Agreement or in accordance with instructions which are consistent with this Agreement which are signed by both parties. In the event further instructions are reasonably desired by the Escrow Holder, he or she shall be immediately subject entitled to this escrow, deposited with conclusively rely upon directions given by the Committee. The Escrow Agent and included thereafter as "Shares" Holder shall have no liability for purposes any act or omissions hereunder while acting in good faith in the exercise of this Agreement and the Company's Repurchase Optionhis or her own judgment.

Escrow of Shares. (a) To ensure the availability for delivery of the Grantee’s Unvested Shares upon repurchase by the Company forfeiture pursuant to this Agreement, the Company’s Repurchase OptionGrantee shall, promptly upon execution of this Agreement, the Seller shall deliver to the Escrow Agent a certificate (or certificates) representing the Shares, along and deposit with fully executed stock powers that are medallion guaranteed and duly endorsed in form for transfer to the Company. The Seller shall also promptly deliver to the Escrow Agent any other documents or instruments reasonably requested an escrow holder designated by the Company (the “Escrow Agent. The Holder”) the share certificates representing the Shares Unvested Shares, together with the stock powers assignment duly endorsed in blank, attached hereto as Exhibit A. The Unvested Shares and stock assignment shall be held by the Escrow Agent in escrow Holder, pursuant to the terms Joint Escrow Instructions of an Escrow Agreement to be entered into simultaneously with the execution of this Agreement in the form Company and Grantee attached hereto as Exhibit A.B, until such time as the Forfeiture Restrictions lapse. (b) Subject The Escrow Holder shall not be liable for any act it may do or omit to the terms hereof the Seller shall have all the rights of a shareholder do with respect to such holding the Unvested Shares in escrow while they acting in good faith and in the exercise of its judgment. (c) If the Unvested Shares are held in escrow, including without limitationforfeited hereunder, the right to vote the Shares and receive any cash dividends declared thereon. If Escrow Holder, upon receipt of written notice of such forfeiture from time to time during the term of the Company's Repurchase Option, there is (i) any stock dividend, stock split or other change in the Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and shall take all new, substituted or additional securities steps necessary to which accomplish the Seller is entitled by reason of the Seller's ownership prompt transfer of the Shares shall be immediately subject to this escrowthe Company. (d) When the Forfeiture Restrictions expire, deposited with upon request of the Grantee, the Escrow Agent Holder shall promptly cause a certificate to be issued for the released Shares and included thereafter as "Shares" for purposes of this Agreement and shall deliver the Company's Repurchase Optioncertificate to the Grantee.

Escrow of Shares. (a) To ensure All Shares issued under this Agreement will be held in escrow by the availability for delivery Secretary of the Company or his or her designee (the “Escrow Holder”) until such Shares upon repurchase by cease to be subject to forfeiture in accordance with Section 2, at which time the Escrow Holder will deliver such nonforfeitable Shares to the Grantee; provided, however, that no Shares will be delivered to the Grantee until appropriate arrangements have been made with the Company pursuant for the withholding or payment of any taxes that may be due with respect to the Company’s Repurchase Option, promptly upon execution of this Agreement, the Seller shall deliver to the Escrow Agent a certificate (or certificates) representing the such Shares, along with fully executed stock powers that are medallion guaranteed and duly endorsed in form for transfer to the Company. The Seller shall also promptly deliver to the Escrow Agent any other documents or instruments reasonably requested by the Escrow Agent. The certificates representing the Shares together with the stock powers shall be held by the Escrow Agent in escrow pursuant to the terms of an Escrow Agreement to be entered into simultaneously with the execution of this Agreement in the form attached hereto as Exhibit A.. (b) Subject If any of the Shares are forfeited by the Grantee under Section 2, upon request by the Company, the Escrow Holder will deliver those Shares to the terms hereof the Seller shall Company, which will then have all the rights of a shareholder with respect to such Shares while they are held in escrow, including without limitation, the right to vote the retain and transfer those Shares to its own name free and receive clear of any cash dividends declared thereon. If from time to time during the term rights of the Company's Repurchase Option, there Grantee under this Agreement or otherwise. (c) The Escrow Holder is (i) any stock dividend, stock split or other change in the Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities hereby directed to which the Seller is entitled by reason of the Seller's ownership permit transfer of the Shares only in accordance with this Agreement or in accordance with instructions which are consistent with this Agreement which are signed by both parties. In the event further instructions are reasonably desired by the Escrow Holder, he or she shall be immediately subject entitled to this escrow, deposited with conclusively rely upon directions given by a majority of the members of the Board. The Escrow Agent and included thereafter as "Shares" Holder shall have no liability for purposes any act or omissions hereunder while acting in good faith in the exercise of this Agreement and the Company's Repurchase Optionhis or her own judgment.

Escrow of Shares. (aA) To ensure Upon issuance of Shares pursuant to the availability exercise of the Option, stock certificates evidencing the Shares will be delivered by the Company to, and will be held in escrow by, the Secretary of the Company or his designee (the "Escrow Holder") until such Shares (or portion thereof) cease to be subject to repurchase by the Company, at which time, the Escrow Holder will deliver stock certificates to the Optionee for delivery such Shares (or portion thereof). (B) The Escrow Holder is hereby directed to permit transfer of the Shares upon repurchase only in accordance with this Agreement or instructions signed by both parties. In the Company pursuant to the Company’s Repurchase Option, promptly upon execution of this Agreement, the Seller shall deliver to the Escrow Agent a certificate (or certificates) representing the Shares, along with fully executed stock powers that event further instructions are medallion guaranteed and duly endorsed in form for transfer to the Company. The Seller shall also promptly deliver to the Escrow Agent any other documents or instruments reasonably requested desired by the Escrow AgentHolder, he shall be entitled to rely upon directions executed by a majority of the Company's Board of Directors. The certificates representing the Shares together with the stock powers Escrow Holder shall be held by the Escrow Agent have no liability for any act or omissions hereunder while acting in escrow pursuant to the terms of an Escrow Agreement to be entered into simultaneously with the execution of this Agreement good faith in the form attached hereto as Exhibit A.exercise of his own judgment. (bC) Subject to the terms hereof hereof, the Seller Optionee shall have all the rights of a shareholder stockholder with respect to such Shares while they are held in escrow, including without limitation, the right to vote the Shares and receive any cash dividends declared thereon. If from time to time during the term If, while any of the Company's Repurchase OptionShares remain subject to repurchase, there is (i) any stock dividend, stock split or other change in the Shares, or (ii) any merger merger, consolidation or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which the Seller Optionee is entitled by reason of the Seller's his ownership of the Shares that are subject to repurchase shall be immediately subject to this escrow, deposited with the Escrow Agent Holder and included thereafter as "Shares" for purposes purpose of this Agreement and the Company's Repurchase Optionrepurchase option.

Escrow of Shares. (a) To ensure Certificates evidencing the availability for delivery Shares issued under this Agreement will be held in escrow by the Secretary of the Company or his or her designee (the “Escrow Holder”) until such Shares upon repurchase by the Company pursuant cease to the Company’s Repurchase Optionbe subject to forfeiture in accordance with Section 2, promptly upon execution of this Agreement, the Seller shall deliver to at which time the Escrow Agent a certificate (or certificates) representing the Shares, along with fully executed stock powers that are medallion guaranteed and duly endorsed in form for transfer to the Company. The Seller shall also promptly Holder will deliver to the Escrow Agent any other documents or instruments reasonably requested by the Escrow Agent. The such certificates representing the nonforfeitable Shares together to the Grantee; provided, however, that no certificates for Shares will be delivered to the Grantee until appropriate arrangements have been made with the stock powers shall Company for the withholding or payment of any taxes that may be held by the Escrow Agent in escrow pursuant due with respect to the terms of an Escrow Agreement to be entered into simultaneously with the execution of this Agreement in the form attached hereto as Exhibit A.such Shares. (b) Subject If any of the Shares are forfeited by the Grantee under Section 2, upon request by the Company, the Escrow Holder will deliver the stock certificate(s) evidencing those Shares to the terms hereof the Seller shall Company, which will then have all the rights of a shareholder with respect to such Shares while they are held in escrow, including without limitation, the right to vote the retain and transfer those Shares to its own name free and receive clear of any cash dividends declared thereon. If from time to time during the term rights of the Company's Repurchase Option, there Grantee under this Agreement or otherwise. (c) The Escrow Holder is (i) any stock dividend, stock split or other change in the Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities hereby directed to which the Seller is entitled by reason of the Seller's ownership permit transfer of the Shares only in accordance with this Agreement or in accordance with instructions which are consistent with this Agreement which are signed by both parties. In the event further instructions are reasonably desired by the Escrow Holder, he or she shall be immediately subject entitled to this escrow, deposited with conclusively rely upon directions given by a majority of the members of the Board. The Escrow Agent and included thereafter as "Shares" Holder shall have no liability for purposes any act or omissions hereunder while acting in good faith in the exercise of this Agreement and the Company's Repurchase Optionhis or her own judgment.

Escrow of Shares. (a) To ensure the availability for delivery of Certificates evidencing the Shares upon repurchase issued under this Agreement will be held in escrow by the Company pursuant to the Company’s Repurchase OptionGeneral Counsel (the “Escrow Holder”) until such Shares cease to be subject to forfeiture in accordance with Section 2, promptly upon execution of this Agreementat which time, the Seller shall Escrow Holder will deliver to the Escrow Agent a certificate (or certificates) representing the Shares, along with fully executed stock powers that are medallion guaranteed and duly endorsed in form for transfer to the Company. The Seller shall also promptly deliver to the Escrow Agent any other documents or instruments reasonably requested by the Escrow Agent. The such certificates representing the nonforfeitable Shares together to the Grantee; provided, however, that no certificates for Shares will be delivered to the Grantee until appropriate arrangements have been made with the stock powers shall Company for the withholding or payment of any taxes that may be held by the Escrow Agent in escrow pursuant due with respect to the terms of an Escrow Agreement to be entered into simultaneously with the execution of this Agreement in the form attached hereto as Exhibit A.such Shares. (b) Subject If any of the Shares are forfeited by the Grantee under Section 2, upon request by the Company, the Escrow Holder will deliver the stock certificate(s) evidencing those Shares to the terms hereof the Seller shall Company, which will then have all the rights of a shareholder with respect to such Shares while they are held in escrow, including without limitation, the right to vote the retain and transfer those Shares to its own name free and receive clear of any cash dividends declared thereon. If from time to time during the term rights of the Company's Repurchase Option, there Grantee under this Agreement or otherwise. (c) The Escrow Holder is (i) any stock dividend, stock split or other change in the Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities hereby directed to which the Seller is entitled by reason of the Seller's ownership permit transfer of the Shares only in accordance with this Agreement or in accordance with instructions which are consistent with this Agreement which are signed by both parties. If further instructions are reasonably desired by the Escrow Holder, he or she shall be immediately subject entitled to this escrow, deposited with conclusively rely upon directions executed by a majority of the members of the Board. The Escrow Agent and included thereafter as "Shares" Holder shall have no liability for purposes any act or omissions hereunder while acting in good faith in the exercise of this Agreement and the Company's Repurchase Optionhis or her own judgment.