Common use of Escrow Property Clause in Contracts

Escrow Property. (a) The Shareholder hereby undertakes, agrees and covenants that, during the Protected Period and, as the case may be, the Extended Protected Period, the Shareholder will not Transfer or create or permit to subsist any Pledge upon the Escrow Property, without the prior written consent of VimpelCom. (b) Notwithstanding anything to the contrary in the foregoing Sections, on the Closing Date the Shareholder shall deliver to the Escrow Agent share certificates representing the Escrow Shares pursuant to the Share Escrow Agreement. During the Protected Period and, as the case may be, the Extended Protected Period, the parties agree to cause the Escrow Property to be held in the Escrow Account in accordance with this Agreement and the Share Escrow Agreement. (c) The Shareholder may replace at any time Escrow Shares with Substitute Assets, or any Substitute Assets held in the Escrow Account with other Substitute Assets, in each case as provided in the Share Escrow Agreement; provided that such Substitute Assets shall form a part of the Escrow Property held in the Escrow Account. VimpelCom agrees not to object to any Substitution Notice that is delivered by the Shareholder in accordance with this Section 2.2(c) and the other relevant provisions of this Agreement; provided, however, that VimpelCom shall be permitted to object to any Substitution Notice if (i) Weather II has not provided VimpelCom evidence or written representations to VimpelCom’s reasonable satisfaction that Weather II is the record and beneficial owner (if applicable) of such Substitute Assets and has good title to such Substitute Assets, free and clear of all mortgages, pledges, claims, restrictions, infringements, liens, charges, encumbrances and any security interests and claims of any kind or nature, whatsoever, (ii) VimpelCom reasonably objects to the value assigned to the Substitute Assets as set forth in the Substitution Notice, as calculated pursuant to the procedures set forth in the Escrow Agreement or (iii) any proposed substitution using securities (as contemplated in sub-clause (iv) of the definition of “Substitute Assets” in the Share Escrow Agreement) has not received the prior written consent of VimpelCom (such consent not to be unreasonably withheld or delayed).

Escrow Property. (a) The Shareholder hereby undertakesEscrow Property shall serve as security for payment of any indemnification obligations of Sellers hereunder. On the Closing Date, agrees the Initial Escrow Shares will be placed in an account with Xxxxxxx Securities Inc. (or another broker reasonably acceptable to Purchasers’ Representative that has the capability to sell Shares for the account of a U.S. Person (as defined in Regulation S under the Securities Act)) (the “Executing Broker”) and covenants thatwill be subject to a blocking instruction issued by Purchasers’ Representative on behalf of Pubco prohibiting the sale of such Shares except as described herein. On the fifteen (15) month anniversary of the Closing Date (the “Release Date”), during Purchasers’ Representative and Sellers’ Representative shall jointly direct the Protected Period Escrow Agent in accordance with the Escrow Agreement to deliver in accordance with instructions provided in writing by Sellers’ Representative the Escrow Property held by the Escrow Agent and Purchasers’ Representative shall direct the Escrow Agent to remove all blocking instruction on Escrow Property held by Executing Broker and to deliver such Escrow Property in accordance with instructions provided in writing by Sellers’ Representative to the Executing Broker, provided that if there are outstanding claims for indemnification by any Purchaser Indemnified Party on the Release Date (the “Unresolved Claims”), a portion of the Escrow Property held by the Escrow Agent equal to the reasonably determined amount of such claims and, if the reasonably determined amount of such claims exceeds the amount of the Escrow Property held by the Escrow Agent, Shares having a value (based on the Stock Consideration Initial Value) equal to such excess shall be withheld from the Escrow Property held by the Executing Broker to be released or with respect to which blocking instructions are to be removed, as applicable, on the case may beRelease Date and shall continue to be held by the Escrow Agent or the Executing Broker(s), as applicable, provided further if the amount of such claims exceeds the value of the Escrow Property or cannot reasonably be determined, the Extended Protected Periodentire Escrow Property shall continue to be held by the Escrow Agent or subject to blocking instructions, the Shareholder will not Transfer or create or permit to subsist any Pledge upon the as applicable. Such withheld Escrow Property, without or so much thereof then remaining, shall be distributed to Sellers upon resolution and final satisfaction of all Unresolved Claims in accordance with Article X, provided that if at any time following the prior written consent Release Date the value of VimpelComthe remaining Escrow Property exceeds the reasonably determined amount of the Unresolved Claims, (x) Purchaser shall direct the Escrow Agent to remove blocking instructions on escrowed Shares held by the Executing Broker and (y) if all remaining escrowed Shares have been unblocked, Purchasers’ Representative and Sellers’ Representative shall jointly direct the Escrow Agent in accordance with the Escrow Agreement to deliver Escrow Property in accordance with instructions provided in writing by Sellers’ Representative, in each case until the value of the remaining Escrow Property (with Shares valued at the Stock Consideration Initial Value) is equal to the reasonably determined amount of the Unresolved Claims. Purchasers and Sellers shall each pay 50% of all fees and expenses of the Escrow Agent. (b) Notwithstanding Subject to Section 3.2, and notwithstanding anything to the contrary in the foregoing SectionsSection 3.5(a), on the Closing Date the Shareholder shall deliver Sellers’ Representative may from time to time, in its discretion, request that Purchasers’ Representative issue instructions to the Escrow Agent share certificates representing to remove blocking instructions with respect to Shares to be sold within 30 days. Any such removal instruction shall be made upon receipt by Purchasers’ Representative from the Executing Broker of an undertaking to remit to the Escrow Account net proceeds from any sale of Shares pursuant in an amount specified by Purchasers’ Representative (which shall be equal to (A) (i) the Cap minus (ii) the amount, net of the Basket, of all claims subject to the Share Cap that have previously been paid from the Escrow Agreement. During Account minus (iii) the Protected Period and, as the case may be, the Extended Protected Period, the parties agree to cause value of the Escrow Property held by the Escrow Agent (collectively, the “Escrow Return”), or (B) if the net proceeds are less than the Escrow Return, the entire net proceeds from the sale of such Shares) and to be held remit the remaining net proceeds from any sale of Shares, if any, to Sellers’ Representative. Without limitation of Section 10.5(b), for purposes of any determination pursuant to clause (A)(iii) of the parenthetical in the Escrow Account preceding sentence, Shares included in accordance with this Agreement and the Share Escrow AgreementEscrowed Property shall be valued at the Stock Consideration Initial Value. (c) The Shareholder may replace at any time Escrow Shares parties recognize that the foregoing procedures with Substitute Assets, or any Substitute Assets held in the Escrow Account with other Substitute Assets, in each case as provided in the Share Escrow Agreement; provided that such Substitute Assets shall form a part of respect to the Escrow Property held in have not been reviewed with the Escrow AccountAgent or any Executing Broker and are subject to adjustment based on the actual practices and capabilities or the Escrow Agent and any Executing Broker. VimpelCom agrees not In making such adjustments the parties will use their best efforts to object to any Substitution Notice that is delivered by preserve the Shareholder in accordance with intent and purpose of this Section 2.2(c) and the other relevant provisions of this Agreement; provided, however, that VimpelCom shall be permitted to object to any Substitution Notice if (i) Weather II has not provided VimpelCom evidence or written representations to VimpelCom’s reasonable satisfaction that Weather II is the record and beneficial owner (if applicable) of such Substitute Assets and has good title to such Substitute Assets, free and clear of all mortgages, pledges, claims, restrictions, infringements, liens, charges, encumbrances and any security interests and claims of any kind or nature, whatsoever, (ii) VimpelCom reasonably objects to the value assigned to the Substitute Assets as set forth in the Substitution Notice, as calculated pursuant to the procedures set forth in the Escrow Agreement or (iii) any proposed substitution using securities (as contemplated in sub-clause (iv) of the definition of “Substitute Assets” in the Share Escrow Agreement) has not received the prior written consent of VimpelCom (such consent not to be unreasonably withheld or delayed)3.5.

Escrow Property. The property and/or funds deposited or to be deposited with Escrow Agent by Depositors shall be as follows: Capital proposes to offer for sale to investors through the Placement Agent and other selected broker-dealers on a "best efforts basis" one hundred and fifty million dollars (a$150,000,000) principal amount of [ ] and [ ] Asset Backed Certificates (the "Certificates") representing fractional undivided interests in Insurance Settlements Funding Trust 2000 (the "Trust") originated by Capital, which Certificates will be issued in minimum denominations of five thousand and no/100 dollars ($5,000.00) and integral multiplies of one thousand and no/100 dollars ($1,000.00) in excess thereof (the "Offering"). The Shareholder parties hereto hereby undertakes, agrees and covenants that, during the Protected Period and, as the case may be, the Extended Protected Period, the Shareholder will not Transfer or create or permit to subsist any Pledge upon establish an interest bearing escrow account with the Escrow PropertyAgent, without which escrow account shall be entitled "Capital Resource Group One Escrow Account" (the prior written consent of VimpelCom. "Escrow Account"). The Placement Agent shall instruct subscribers to make, and the Escrow Agent shall only be required to accept for deposit, checks, bank drafts or money orders for the subscription price for the Certificates (bthe "Checks") Notwithstanding anything payable to the contrary in order of "THE BANK OF NEW YORK ESCROW ACCOUNT FOR INSURANCE SETTLEMENTS FUNDING TRUST 2000". Any Checks received that are made payable to a party other than "THE BANK OF NEW YORK ESCROW ACCOUNT FOR INSURANCE SETTLEMENTS FUNDING TRUST 2000" shall be returned to the foregoing Sections, on Placement Agent. Until the Closing occurrence of a Termination Date (as hereinafter defined) the Shareholder Placement Agent agrees that it shall promptly deliver to the Escrow Agent share certificates representing all monies, received from subscribers for the payment of the Certificates to the Escrow Shares pursuant to Agent for deposit in the Share Escrow Agreement. During the Protected Period andAccount, as the case may betogether with a written account of each sale, which account shall set forth, among other things, the Extended Protected Periodsubscriber's name and address, the parties agree to cause principal amount of the Escrow Property to be held Certificates purchased, the amount paid therefor, tax identification number and whether the consideration received was in the form of a check, draft, or money order. All monies so deposited in the Escrow Account are hereinafter referred to as the "Escrow Amount". The foregoing property and/or funds, plus all interest, dividends and other distributions and payments thereon (collectively the "Distributions") received by Escrow Agent, less any property and/or funds distributed or paid in accordance with this Agreement and the Share Escrow Agreement, are collectively referred to herein as "Escrow Property. (c) The Shareholder may replace at any time Escrow Shares with Substitute Assets, or any Substitute Assets held in the Escrow Account with other Substitute Assets, in each case as provided in the Share Escrow Agreement; provided that such Substitute Assets shall form a part of the Escrow Property held in the Escrow Account. VimpelCom agrees not to object to any Substitution Notice that is delivered by the Shareholder in accordance with this Section 2.2(c) and the other relevant provisions of this Agreement; provided, however, that VimpelCom shall be permitted to object to any Substitution Notice if (i) Weather II has not provided VimpelCom evidence or written representations to VimpelCom’s reasonable satisfaction that Weather II is the record and beneficial owner (if applicable) of such Substitute Assets and has good title to such Substitute Assets, free and clear of all mortgages, pledges, claims, restrictions, infringements, liens, charges, encumbrances and any security interests and claims of any kind or nature, whatsoever, (ii) VimpelCom reasonably objects to the value assigned to the Substitute Assets as set forth in the Substitution Notice, as calculated pursuant to the procedures set forth in the Escrow Agreement or (iii) any proposed substitution using securities (as contemplated in sub-clause (iv) of the definition of “Substitute Assets” in the Share Escrow Agreement) has not received the prior written consent of VimpelCom (such consent not to be unreasonably withheld or delayed)."

Escrow Property. (a) The Shareholder hereby undertakesAs long as any Escrow Shares are held in the Escrow Accounts, agrees and covenants thatpending the distribution thereof to BMS, during the Protected Period andTrust or Tako, as the case may be, the Extended Protected Period, the Shareholder will not Transfer or create or permit to subsist in connection with any Pledge upon distributions from the Escrow PropertyAccounts in accordance with the terms hereof: (a) In accordance with nCUBE’s written direction with respect to the relative ownership interests of the Trust and Tako, each of the Trust and Tako will have all rights with respect to its pro rata portion of the Escrow Shares (including, without limitation, with respect to the prior written consent Escrow Shares the right to vote such shares as set forth in Section 3(b) below), except (i) the right of VimpelCompossession thereof or (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of or encumber such Escrow Shares or any interest therein. (b) Notwithstanding anything In accordance with nCUBE’s written direction with respect to the contrary relative ownership interests of the Trust and Tako, each of the Trust and Tako shall have the right to exercise any voting rights with respect to its pro rata portion of the Escrow Shares. The Trust and Tako shall direct the Depositary Agent in the foregoing Sections, on the Closing Date the Shareholder shall deliver writing as to the Escrow exercise of any voting rights of the Trust and Tako, and the Depositary Agent share certificates representing shall comply with any such directions of the Trust and Tako. In the absence of such directions, the Depositary Agent shall not vote any of the Escrow Shares pursuant to the Share Escrow Agreement. During the Protected Period and, as the case may be, the Extended Protected Period, the parties agree to cause the Escrow Property to be held in the Escrow Account in accordance with this Agreement and the Share Escrow AgreementShares. (c) The Shareholder may replace at All dividends or distributions of any time kind (other than distributions described in the following sentence) on Escrow Shares with Substitute Assets, or any Substitute Assets held (“Escrow Share Income”) shall not be retained in the Escrow Account Accounts and shall not be treated as Escrow Property, but shall be distributed to the Trust and Tako in accordance with their ownership interests, promptly upon the addition of such Escrow Share Income into the Escrow Accounts. Any shares of Common Stock of C-COR or other Substitute Assetsequity equivalent securities issued or distributed by C-COR in respect of Escrow Shares that have not been released from the Escrow Accounts (excluding any shares of Common Stock of C-COR or other equity equivalent securities so issued or distributed that are taxable, in each case as provided pursuant to Section 301 of the Code, to the beneficial owner of such shares or securities) shall be deposited and included in the Share Escrow Agreement; provided that such Substitute Assets Accounts. (d) The Trust and Tako shall form a part each be responsible for and shall pay and discharge its pro rata portion of all taxes, assessments and governmental charges imposed on or with respect to the Escrow Property. The parties hereto agree to treat the Escrow Property held in the Escrow Account. VimpelCom agrees not to object to any Substitution Notice that is delivered as owned by the Shareholder Trust and Tako in accordance with this their ownership interests, in all cases to the extent not distributed to BMS pursuant to Section 2.2(c6 hereof, and to file all Tax Returns on a basis consistent with such treatment. Unless otherwise required by law, the parties hereto shall (i) treat all Escrow Income as having been received by the Trust and Tako for United States federal income tax purposes, and (ii) report Escrow Income as income of the other relevant provisions Trust and Tako and report related expenses as expenses of the Trust and Tako for United States federal income tax purposes. For purposes of this Agreement; provided, however, that VimpelCom “Escrow Income” shall be permitted to object to any Substitution Notice if (i) Weather II has not provided VimpelCom evidence or written representations to VimpelCom’s reasonable satisfaction that Weather II is the record mean Escrow Cash Income and beneficial owner (if applicable) of such Substitute Assets and has good title to such Substitute Assets, free and clear of all mortgages, pledges, claims, restrictions, infringements, liens, charges, encumbrances and any security interests and claims of any kind or nature, whatsoever, (ii) VimpelCom reasonably objects to the value assigned to the Substitute Assets as set forth in the Substitution Notice, as calculated pursuant to the procedures set forth in the Escrow Agreement or (iii) any proposed substitution using securities (as contemplated in sub-clause (iv) of the definition of “Substitute Assets” in the Share Escrow Agreement) has not received the prior written consent of VimpelCom (such consent not to be unreasonably withheld or delayed)Income.

Escrow Property. (a) The Shareholder hereby undertakesDuring the term of this Escrow Agreement, agrees pursuant to Sections 2(c)(ii) and covenants that2(c)(iii) of the Purchase Agreement, during the Protected Period andBuyer or Holdings may deliver 50% of each Validation Payment and all Milestone Payments (the “Escrow Payments” and each an “Escrow Payment”) to the Escrow Agent for deposit in the Escrow Account, to be distributed in accordance with Section 4 below. All Escrow Payments made by Holdings in restricted Holdings Common Stock shall be accompanied by a written notice to the Escrow Agent and the Acquired Asset Entities setting forth the number of shares issued, as well as the case may beaggregate and per share prices at which such shares were issued (including a statement as to whether such shares were issued at the Agreed Upon Price then in effect or at the Discounted IPO Price). The Escrow Agent shall acknowledge receipt of each Escrow Payment and any accompanying notice by written notice to the Buyer, Holdings and the Extended Protected Period, the Shareholder will not Transfer or create or permit to subsist any Pledge upon the Escrow Property, without the prior written consent of VimpelComAcquired Asset Entities. (b) Notwithstanding anything The Escrow Payments, together with any dividends or distributions or sales proceeds thereof and any interest or other income earned thereon, are referred to herein as “Escrow Property.” Escrow Property shall not be subject to lien or attachment by any creditor of any Party hereto, and shall be used solely for the contrary purpose set forth in this Escrow Agreement and in the foregoing SectionsPurchase Agreement. Unless and until any shares of Holdings Common Stock held as Escrow Property are distributed to Holdings pursuant to Section 4(a) below, the record owner of such shares shall be eligible to exercise all voting rights with respect thereto as if such shares were not held in escrow. The Escrow Agent warrants and undertakes that, unless specifically authorized to do so in accordance with the terms and provisions of this Escrow Agreement, it will not release, distribute or expend any portion of the Escrow Property. (c) During the term of this Escrow Agreement, any cash Escrow Property shall be invested and reinvested by the Escrow Agent in the investment(s) indicated on Schedule 1 or such other investments as shall be directed in writing jointly by the Buyer and Holdings, on the Closing Date one hand, and the Shareholder Acquired Asset Entities, on the other hand, and as shall deliver be reasonably acceptable to the Escrow Agent share certificates representing Agent. All investment orders involving U.S. Treasury obligations, commercial paper and other direct investments (as permitted in accordance with this Section 3(c)) will be executed through the facilities of the Escrow Shares pursuant Agent’s own trading or capital markets operations or those of any affiliated entity. Periodic statements for the Escrow Account will be provided to the Share Buyer, Holdings and the Acquired Asset Entities. The Escrow Agreement. During Agent shall have the Protected Period and, as the case may be, the Extended Protected Period, the parties agree right to cause the Escrow Property to be liquidate any investments held in the Escrow Account (other than any Holdings Common Stock, which shall only be sold or liquidated in accordance with Section 3(d) hereof) in order to provide funds necessary to make required payments under this Agreement and the Share Escrow Agreement. (c) The Shareholder may replace at any time Escrow Shares with Substitute Assets, . All interest or any Substitute Assets held in the Escrow Account other income earned with other Substitute Assets, in each case respect to such investments shall be retained as provided in the Share Escrow Agreement; provided that such Substitute Assets shall form a part of the Escrow Property held in the Escrow Account. VimpelCom agrees not to object to any Substitution Notice that is delivered by the Shareholder until distributed in accordance with this Section 2.2(c) 4 below. As between the Buyer and Holdings, on the one hand, and the Acquired Asset Entities, on the other relevant provisions of this Agreement; providedhand, however, that VimpelCom all interest or any other income earned with respect to such investments shall be paid to the Acquired Asset Entities unless required to be paid to the Buyer pursuant to Section 4 below in respect of Buyer Distribution Claims in excess of the Escrow Payments. For tax reporting purposes, all such income shall be allocated to the Acquired Asset Entities. (d) To the extent permitted under Applicable Law, the Stockholders Agreement and any other agreement entered into pursuant to object the Purchase Agreement, the Acquired Asset Entities may sell any and all Holdings Common Stock held as Escrow Property hereunder to any Substitution Notice if an unaffiliated third party for cash so long as (i) Weather II has not provided VimpelCom evidence or written representations to VimpelCom’s reasonable satisfaction that Weather II is the record Acquired Asset Entities shall have given the Escrow Agent, the Buyer and beneficial owner Holdings the Requisite Notice (if applicable) of such Substitute Assets defined below), and has good title to such Substitute Assets, free and clear of all mortgages, pledges, claims, restrictions, infringements, liens, charges, encumbrances and any security interests and claims of any kind or nature, whatsoever, (ii) VimpelCom reasonably objects to the value assigned to the Substitute Assets as set forth in the Substitution Notice, as calculated pursuant to the procedures set forth in the Escrow Agreement or (iii) any proposed substitution using securities (as contemplated in sub-clause (iv) amount of the definition of “Substitute Assets” in the Share Escrow Agreement) has not received the prior written consent of VimpelCom (gross cash proceeds from such consent not to be unreasonably withheld or delayed).sale

Escrow Property. (a) The Shareholder hereby undertakes, agrees 1.1. Simultaneously with the execution and covenants that, during the Protected Period and, as the case may be, the Extended Protected Period, the Shareholder will not Transfer or create or permit to subsist any Pledge upon delivery hereof by Purchaser and the Escrow PropertyAgent, without the prior written consent of VimpelCom. (b) Notwithstanding anything to the contrary in the foregoing Sections, on the Closing Date the Shareholder shall deliver there has been delivered to the Escrow Agent share certificates representing a copy of the Purchase Agreement executed by Purchaser, accompanied by Purchaser's wire transfer for the Purchase Price payable to the order of the Escrow Shares pursuant Agent in the sum of One Million One Hundred Thousand ($1,100,000) Dollars and conditional letters of resignation of Xxxxxx Xxxxxxxxx and Xxxx Xxxxxxxxx. 1.2. Escrow Agent agrees to deposit the Purchase Price into escrow in an interest bearing segregated bank account at Republic National Bank and to promptly notify Purchaser and Xxxxxx Xxxx (the "Sellers' Representative") of the address of said bank where the funds are on deposit and the account number. 1.3. Escrow Agent agrees to give notice to Purchaser and Sellers' Representative of due receipt from the Sellers of delivery into escrow of the Agreements and Securities described in Section 1.5 hereof. 1.4. If by February 14, 1997, Purchaser fails to receive the notice from the Escrow Agent, as described in Section 1.5 hereof, then Purchaser shall thereafter have the right (until such notice is received by Purchaser) to cancel this Escrow Agreement (and the Purchase Agreement) upon notice to the Share Escrow Agreement. During the Protected Period and, as the case may be, the Extended Protected Period, the parties agree to cause Agent and Sellers' Representative and the Escrow Property Agent agrees thereafter to be held in forthwith deliver the Purchase Price (and all interest earned thereon) to the Purchaser. 1.5. The Escrow Agent shall deliver notice to Purchaser by midnight on February 14, 1997 that there has been delivered to the Escrow Account in accordance Agent the following: (i) Certificates for an aggregate of at least Eleven Thousand Three Hundred Seventy-Five (11,375) VTX Preferred Shares which is equal to at least ninety (90%) percent of VTX's outstanding Preferred Shares, accompanied by stock powers, endorsed by the registered owners thereof with this Agreement and the Share Escrow Agreementsignatures guaranteed by a bank, trust company or New York Stock Exchange member firm. (cii) The Shareholder may replace at any time Escrow Shares with Substitute Assets, or any Substitute Assets held Secured Subordinated Debentures (and Warrants issued in connection therewith) in the Escrow Account with other Substitute Assetsaggregate face amount of Two Million Three Hundred Fifty-Three Thousand Five Hundred ($2,353,500) Dollars which is equal to at least ninety (90%) percent of Two Million Six Hundred Fifteen Thousand ($2,615,000) Dollars of VTX's outstanding Debentures, in each case as provided in the Share Escrow Agreement; provided that such Substitute Assets shall form a part of the Escrow Property held in the Escrow Account. VimpelCom agrees not to object to any Substitution Notice that is delivered Debentures being duly endorsed by the Shareholder in accordance registered owners thereof or accompanied by bond powers and such Warrants being accompanied by stock powers, endorsed by the registered owners thereof, with this Section 2.2(c) and the other relevant provisions of this Agreement; providedsignatures guaranteed by a bank, however, that VimpelCom shall be permitted to object to any Substitution Notice if (i) Weather II has not provided VimpelCom evidence trust company or written representations to VimpelCom’s reasonable satisfaction that Weather II is the record and beneficial owner (if applicable) of such Substitute Assets and has good title to such Substitute Assets, free and clear of all mortgages, pledges, claims, restrictions, infringements, liens, charges, encumbrances and any security interests and claims of any kind or nature, whatsoever, (ii) VimpelCom reasonably objects to the value assigned to the Substitute Assets as set forth in the Substitution Notice, as calculated pursuant to the procedures set forth in the Escrow Agreement or (iii) any proposed substitution using securities (as contemplated in sub-clause (iv) of the definition of “Substitute Assets” in the Share Escrow Agreement) has not received the prior written consent of VimpelCom (such consent not to be unreasonably withheld or delayed)New York Stock Exchange member firm.