Escrow of Stock. For purposes of facilitating the enforcement of the provisions of this Section 2, Recipient agrees, immediately upon receipt of the certificate(s) for the Stock, to deliver such certificate(s), together with an Assignment Separate from Certificate in the form attached hereto as Exhibit C, executed in blank by Recipient and Recipient's spouse (if required for transfer) with respect to each such stock certificate, to the Secretary or Assistant Secretary of the Company, or their designee, to hold in escrow for so long as such Stock remains subject to any Repurchase Option of the Company pursuant to this Section 2, with the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this Agreement in accordance with the terms hereof. Stock may be held for an additional period if subject to a Security Agreement as provided in this Agreement. Recipient hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company (or their designee) as the escrow holder hereunder with the stated authorities is a material inducement to the Company to make this Agreement and that such appointment is coupled with an interest and is accordingly irrevocable. Recipient agrees that such escrow holder shall not be liable to any party hereto (or to any other party) for any actions or omissions unless such escrow holder is grossly negligent relative thereto. The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time.
Appears in 2 contracts
Samples: Security Agreement (Skillsoft Public Limited Co), Agreement (Skillsoft Public Limited Co)
Escrow of Stock. For purposes of facilitating the enforcement of the provisions of this Section 2Agreement, Recipient the Grantee agrees, immediately upon receipt of the certificate(s) for the StockRestricted Shares, to deliver such certificate(s), together with an Assignment Separate from Certificate in the form attached hereto as Exhibit CA, executed in blank by Recipient the Grantee and Recipientthe Grantee's spouse (if required for transfer) with respect to each such stock certificate, to the Secretary or Assistant Secretary of the Company, or their designee, to hold in escrow for so long as such Stock remains subject to any Repurchase Option of the Company Restricted Shares have not vested pursuant to this Section 2the Vesting Schedule set forth in the Notice, with the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this Agreement in accordance with the terms hereof. Stock may be held for an additional period if subject to a Security Agreement as provided in this Agreement. Recipient The Grantee hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company (or their designee) as the escrow holder hereunder with the stated authorities is a material inducement to the Company to make this Agreement and that such appointment is coupled with an interest and is accordingly irrevocable. Recipient The Grantee agrees that such escrow holder shall not be liable to any party hereto (or to any other party) for any actions or omissions unless such escrow holder is grossly negligent or engages in willful misconduct relative thereto. The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Upon the vesting of Restricted Shares, the escrow holder will, without further order or instruction, transmit to the Grantee the certificate evidencing such Shares, subject, however, to satisfaction of any withholding obligations provided in Section 6 below.
Appears in 2 contracts
Samples: Restricted Stock Award Agreement (Glowpoint Inc), Restricted Stock Award Agreement (Glowpoint Inc)
Escrow of Stock. For purposes of facilitating the enforcement of the provisions of this Section 2, the Recipient agrees, immediately upon receipt of the certificate(s) for the Non-Vested Stock, to deliver such certificate(s), together with an Assignment Separate from Certificate in the form attached hereto as Exhibit CA, executed in blank by the Recipient and the Recipient's ’s spouse (if required for transfer) with respect to each such stock certificate, to the Secretary or Assistant Secretary of the Company, or their designee, to hold in escrow for so long as such Stock any of the Sign-On Shares remains subject to any Repurchase Option the risk of the Company pursuant to this Section 2forfeiture, with the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this Agreement in accordance with the terms hereof. Stock may be held for an additional period if subject to a Security Agreement as provided in this Agreement. The Recipient hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company (or their designee) as the escrow holder hereunder with the stated authorities is a material inducement to the Company to make this Agreement and that such appointment is coupled with an interest and is accordingly irrevocable. The Recipient agrees that such escrow holder shall not be liable to any party hereto (or to any other party) for any actions action or omissions omission unless such action or omission constitutes fraud, deceit, gross negligence, reckless or intentional misconduct, or a knowing violation of law by such escrow holder is grossly negligent relative theretoholder. The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time.
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Escrow of Stock. For purposes of facilitating the enforcement of the provisions of this Section 2Agreement, Recipient the Grantee agrees, immediately upon receipt of the certificate(s) for the StockRestricted Shares, to deliver such certificate(s), together with an Assignment Separate from Certificate in the form attached hereto as Exhibit CA, executed in blank by Recipient the Grantee and Recipientthe Grantee's spouse (if required for transfer) with respect to each such stock certificate, to the Secretary or Assistant Secretary of the Company, or their designee, to hold in escrow for so long as such Stock remains subject to any Repurchase Option of the Company Restricted Shares have not vested pursuant to this Section 2the Vesting Schedule set forth in the Notice, with the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this Agreement in accordance with the terms hereof. Stock may be held for an additional period if subject to a Security Agreement as provided in this Agreement. Recipient The Grantee hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company (or their designee) as the escrow holder hereunder with the stated authorities is a material inducement to the Company to make this Agreement and that such appointment is coupled with an interest and is accordingly irrevocable. Recipient The Grantee agrees that such escrow holder shall not be liable to any party hereto (or to any other party) for any actions or omissions unless such escrow holder is grossly negligent or engages in willful misconduct relative thereto. The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time.
Appears in 1 contract
Escrow of Stock. For purposes of facilitating the enforcement of the provisions of this Section 2Agreement, Recipient the Grantee agrees, immediately upon receipt of the certificate(s) for the StockRestricted Shares, to deliver such certificate(s), together with an a stock Assignment Separate from Certificate in the form attached hereto as Exhibit CA, executed in blank by Recipient and Recipient's spouse (if required for transfer) the Grantee with respect to each such stock certificate, to the Secretary or Assistant Secretary of the Company, or their designee, to hold in escrow for so long as such Stock remains subject to any Repurchase Option of the Company Restricted Shares have not vested pursuant to this Section 2the Vesting Schedule set forth in the Notice, with the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this Agreement in accordance with the terms hereof. Stock may be held for an additional period if subject to a Security Agreement as provided in this Agreement. Recipient The Grantee hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company (or their designee) as the escrow holder hereunder with the stated authorities is a material inducement to the Company to make this Agreement and that such appointment is coupled with an interest and is accordingly irrevocable. Recipient The Grantee agrees that such escrow holder shall not be liable to any party hereto (or to any other party) for any actions or omissions unless such escrow holder is grossly negligent relative thereto. The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Upon the vesting of Restricted Shares, the escrow holder will, without further order or instruction, transmit to the Grantee the certificate evidencing such Shares.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Quantum Fuel Systems Technologies Worldwide, Inc.)
Escrow of Stock. For purposes of facilitating the enforcement of the provisions of this Section 2Agreement, Recipient the Grantee agrees, immediately upon receipt of the certificate(s) for the StockRestricted Shares, to deliver such certificate(s), together with an Assignment Separate from Certificate in the form attached hereto as Exhibit CA, executed in blank by Recipient the Grantee and Recipient's the Grantee’s spouse (if required for transfer) with respect to each such stock certificate, to the Secretary or Assistant Secretary of the Company, or their designee, to hold in escrow for so long as such Stock remains subject to any Repurchase Option of the Company Restricted Shares have not vested pursuant to this Section 2the Vesting Schedule set forth in the Notice, with the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this Agreement in accordance with the terms hereof. Stock may be held for an additional period if subject to a Security Agreement as provided in this Agreement. Recipient The Grantee hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company (or their designee) as the escrow holder hereunder with the stated authorities is a material inducement to the Company to make this Agreement and that such appointment is coupled with an interest and is accordingly irrevocable. Recipient The Grantee agrees that such escrow holder shall not be liable to any party hereto (or to any other party) for any actions or omissions unless such escrow holder is grossly negligent or engages in willful misconduct relative thereto. The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Upon the vesting of Restricted Shares, the escrow holder will, without further order or instruction, transmit to the Grantee the certificate evidencing such Shares, subject, however, to satisfaction of any withholding obligations provided in Section 6 below.
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