Escrow of the Shares. On the date of this Agreement, the Shares shall be deposited in escrow with an escrow agent pursuant to an escrow agreement mutually acceptable to EIBOC, the Management Stockholders and JEDI, and the Shares shall be held 157 in such escrow until the earlier of (i) the Transfer of all the Shares in accordance with this Agreement to a Person other than a Management Stockholder or his Family Group, or (ii) the termination of this Agreement pursuant to Section 11(a). Upon termination of this Agreement or if EIBOC, the Management Stockholders and JEDI determine that a proposed Transfer of Shares may be effected in compliance with this Agreement, then EIBOC, the Management Stockholders and JEDI shall promptly send a notice to such escrow agent to release the Shares to EIBOC or the Management Stockholders at the place requested by EIBOC and the Management Stockholders.
Escrow of the Shares. The Shares will be held by the Corporation or its agent and released to Executive following vesting in accordance with Section 2; provided, that, Executive has paid to the Corporation an amount sufficient (or the Corporation has repurchased a sufficient number of Shares) to satisfy any taxes or other amounts required by any governmental entity to be withheld and paid over to such governmental entity for Executive’s account. The Corporation may cancel all or any portion of the Shares without further action by Executive if the Shares do not vest or are otherwise required to be transferred back to the Corporation pursuant to the terms of this Agreement.
Escrow of the Shares. The Shares will be held by the Corporation or its agent and will be released to Director following vesting. The Corporation may cancel all or any portion of the Shares without further action by the Director if the Shares do not vest or are otherwise required to be transferred back to the Corporation pursuant to the terms of this Agreement.
Escrow of the Shares. 2.1 Certificates. XXXXXXX hereby agrees to place three (3) stock certificates, each for 80,000 Shares with the Company. The shares will be held in escrow by the Company to secure the faithful performance of this Agreement. On or after each December 1st, beginning December 1, 2005, one stock certificate will be released from escrow to XXXXXXX until all certificates have been released; provided that XXXXXXX is employed by the Company on said dates, except as provided in section 1.3 above.
Escrow of the Shares. To insure the availability for delivery of --------------------- Unreleased Shares upon exercise of the Repurchase Right by the Company, Executive hereby appoints the Secretary, or any other person designated by the Company as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unreleased Shares, if any, repurchased by the Company pursuant to the Repurchase Right and shall, upon execution of this Stock Purchase Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit C-1. The Unreleased Shares and stock ----------- assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Executive attached as Exhibit C-2 hereto, ----------- until the Company exercises its Repurchase Right as provided in Section 8, or until such Unreleased Shares are no longer subject to the Repurchase Right, or until such time as this Stock Purchase Agreement no longer is in effect. As the Purchased Shares become no longer subject to the Repurchase Right, the escrow agent shall promptly deliver to Executive the certificate or certificates representing such Purchased Shares in the escrow agent's possession belonging to the Executive, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates as escrow agent if so required pursuant to other restrictions imposed pursuant to this Stock Purchase Agreement. The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Purchased Shares in escrow and while acting in good faith and in the exercise of its judgment.
Escrow of the Shares. Each of the Shareholders agrees to place the Shares received hereunder in escrow for a period of 1 year to provide a source for the payment of any of their indemnification obligations under this Article 7 pursuant to an Escrow Agreement substantially in the form attached hereto as Exhibit F. Prior to the first anniversary of the Closing Date, any claim for indemnification against the Shareholders under this Article 7 shall be satisfied by the payment of Shares pursuant to such Escrow Agreement. On and after the first anniversary of the Closing Date, any of the Shareholders may continue to satisfy all or part of their indemnification obligations under this Article 7 by delivering to Photocomm Shares, in which case such Shares will be valued at Fair Market Value at the time of such delivery.
Escrow of the Shares. AVENTURA acknowledges that the Shares are currently held in escrow and are subject to a certain escrow agreement dated December 31, 2004 between Xxxx X. Horvath, HORVATH, and Xxxxxxxxx Xxxxxx PLLC (the "Escrow Agreement"). The Shares are being assigned to AVENTURA with the waiver and consent of Xxxxxx X. Xxxx and without the removal of such Shares from escrow, but granting AVENTURA the right to vote the Shares and to receive dividends and other distributions thereon unless and until and only to the extent such Shares are forfeited pursuant to the terms of the Escrow Agreement. Following the Closing, the Shares shall continue to be held in escrow pursuant to the terms of the Escrow Agreement until such time as Xxxx X. Xxxxxxx and XXXXXXX fulfill all of their respective and joint obligations under the Business Acquisition Agreement, the Xxxxxxx Employment Agreement, the Master Note and the Master Security Interest (collectively, the "Transaction Documents"). Copies of the Escrow Agreement and Transaction Documents are available for inspection upon request. Upon fulfillment of the obligations under the Transaction Documents and the release of the Shares from escrow, XXXXXXX shall deliver the Shares to AVENTURA.
Escrow of the Shares. On execution hereof, Stockholder shall deposit the Stock Certificate and the executed Stock Assignment with the Escrow Agent in accordance with the Escrow Agreement.
Escrow of the Shares. Following issuance, the Shares will be held by the Corporation or its agent pending release following expiration of the restriction on resale set forth in the first sentence of Section 3.
Escrow of the Shares
