Escrow of Stock; Offset Clause Samples

Escrow of Stock; Offset. In order to secure the indemnification obligations of the Selling Equity Holder pursuant to this Article X, the Selling Equity Holder is escrowing the Escrowed Shares with Parent. Parent shall hold the Escrowed Shares until the date that is twelve (12) months following the Closing Date (the “Escrow Release Date”), on which date all of the Escrowed Shares shall be released and distributed to the Selling Equity Holder; provided, however that if on or before the Escrow Release Date, Parent has delivered a Claim Notice for indemnifiable Losses pursuant to this Article X, then Parent shall continue to hold such number of Escrowed Shares equal to the amount of the Loss set forth in the Claim Notice divided by the Release Date Value (subject to adjustment in the event of stock splits, stock dividends, stock combinations and the like), until resolution of such indemnification claim in accordance with this Article X. As soon as all such claims have been resolved, Parent shall deliver to the Selling Equity Holder any remaining Escrowed Shares then held in escrow. The Selling Equity Holder shall have full voting rights with respect to the Escrowed Shares during the period such shares are held in escrow as provided herein. Following the Escrow Release Date, but prior to the expiration of the Survival Period, Parent shall be entitled to reduce the number of shares of Parent Common Stock issuable pursuant to Sections 2.2, 2.3 or 2.4 by an amount equal to the amount Parent is entitled to receive on account of Losses pursuant to a valid Claim Notice delivered to the Selling Equity Holders in accordance with this Article X. If prior to the issuance of the Post-Closing Parent Stock Consideration, Parent has delivered a Claim Notice for indemnifiable Losses pursuant to this Article X, the Parent shall issue all such shares, but hold in escrow such shares (in an amount, subject to the Cap) equal to the amount of the Loss set forth in the Claim Notice divided by the volume weighted average last sale price or closing price, as applicable, of the Parent Common Stock as quoted on the OTC Bulletin Board (or such stock exchange on which the Parent Common Stock is then traded) for the ten (10) consecutive trading days immediately preceding the date of the applicable Milestone Event (subject to adjustment in the event of stock splits, stock dividends, stock combinations and the like)). As soon as all such claims have been resolved, Parent shall deliver to the Selling Equity Holder an...