Escrow Shares. If any Escrow Shares are deliverable to the Company in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the Company, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers such Escrow Shares to the Company. Until such time as (if at all) the Escrow Shares are required to be delivered in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each Make Good Pledgor; provided that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange.
Escrow Shares. (a) In consideration of the Setup Fee (as defined in Section 2.6 below), Escrow Holder agrees to accept delivery of a stock certificate of the Company to be issued in the name of “Xxxxxxxxx Escrow, Inc., as escrow agent” representing the Escrow Shares. The Escrow Shares shall be delivered and distributed by Escrow Holder in accordance with the terms of this Agreement. An executive officer of the Company shall personally pay the Company (without reimbursement from the Company) on behalf of the Escrow Holder the consideration of $250 for issuance of the Escrow Shares. The Escrow Shares are duly authorized, and when delivered to Escrow Holder for the consideration provided for herein, will be validly issued and outstanding, fully paid and nonassessable.
(b) Escrow Holder shall release and deliver the Escrow Shares as follows:
(i) upon Escrow Holder’s receipt of a joint written notice signed by both the Company and Xx Xxxxxx (“Joint Notice”) directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed in the Joint Notice;
(ii) upon Escrow Holder’s receipt of a written notice signed by the Company of a final and non-appealable order from a court of competent jurisdiction, along with a copy of the order, directing Escrow Holder how to deliver and distribute the Escrow Shares, the Escrow Shares shall be delivered and distributed as instructed by the court;
(iii) upon Escrow Holder’s receipt of a written notice signed by the Company of a arbitral award or order from a court of competent jurisdiction, along with a copy of the arbitral award or court order, which award or order results in all or any portion of the shares certificated by certificate numbers C-8 and C-14 to be deemed outstanding, Escrow Holder shall automatically release and deliver the corresponding amount of Escrow Shares then held in escrow to the Company; or
(iv) upon the fifth anniversary of the date hereof, if all of the Escrow Shares have not been delivered pursuant to Sections 2.1(b)(i), (ii) or (iii) above, Escrow Holder shall automatically release and deliver any remaining Escrow Shares then held in escrow to the Company.
(c) In the event of a sale, merger, consolidation, liquidation or dissolution of the Company during such time as the Escrow Shares are held in escrow, the Company shall deliver a written notice signed by the Company of such transaction. Upon Escrow Holder’s receipt of such written notice, Escrow ...
Escrow Shares. Ten percent (10%) of the Parent Merger Shares issuable at Closing (excluding any Parent Merger Shares issuable after the Closing with respect to Outstanding INT'X.xxx Options, the Excluded Shares, the Series C Excluded Shares and the Series D Excluded Shares), rounded up to the nearest whole share (the "ESCROW SHARES") will be deposited and held in escrow in accordance with the Escrow Agreement attached as EXHIBIT 2.2 (the "ESCROW AGREEMENT") as the sole source of indemnification payments that may become due to Parent pursuant to Article IX or otherwise prior to the release of the Escrow Shares pursuant to Section 3.1 of the Escrow Agreement; provided that the aggregate liability of any single stockholder for indemnification obligations pursuant to Article IX of this Agreement shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by or on behalf of such stockholder; and provided, further, that each INT'X.xxx stockholder shall be severally (and not jointly) liable beyond such holder's allocable portion of the Escrow Shares solely in respect of any breach by such stockholder of any representation or warranty contained in a Letter of Transmittal (as defined in Section 2.4 below) delivered by such stockholder. The Escrow Shares will be withheld on a pro rata basis among the holders of the Outstanding INT'X.xxx Shares based on the number of Parent Merger Shares issuable at the closing to such holders. The exact number of Escrow Shares held for the account of each INT'X.xxx stockholder will be determined at the Closing by the agreement in writing of Parent and INT'X.xxx. The delivery of the Escrow Shares will be made on behalf of the holders of the Outstanding INT'X.xxx Shares in accordance with the provisions hereof, with the same force and effect as if such shares had been delivered by Parent directly to such holders and subsequently delivered by such holders to the Escrow Agent. The adoption of this Agreement by stockholders of INT'X.xxx will also constitute their approval of the terms and provisions of the Escrow Agreement, including, without limitation, the appointment of Xxxxxx Xxxxxxxxxx as the Indemnification Representative (as defined in the Escrow Agreement), which is an integral term of the Merger.
Escrow Shares. (a) agrees to deposit with the Escrow Agent _______________ Common shares of______________ ("Escrow Shares") on the date hereof. The Escrow Agent shall hold the Escrow Shares as a book-entry position registered in the name of "Continental Stock Transfer & Trust as Escrow Agent for the benefit of _______________
(b) During the term of this Agreement______________ shall not have, or have, the right to exercise any voting rights with respect to any of the Escrow Shares. With respect to any matter for which the Escrow Shares are permitted to vote, the Escrow Agent shall vote, or cause to be voted the Escrow Shares in the same proportion that the number of common shares of _____________ owned by all other shareholders of______________ are voted. In the absence of notice as to the proportion that the number of common shares of______________ owned by all other shareholders of______________ are voted, the Escrow Agent shall not vote any of the shares comprising the Escrow Shares.
(c) Any dividends paid with respect to the Escrow Shares shall be deemed part of the Escrow and be delivered to the Escrow Agent to be held in a bank account and be deposited in a non-interest bearing account to be maintained by the Escrow Agent in the name of the Escrow Agent.
(d) In the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of the common stock of____________ , other than a regular cash dividend, the Escrow Shares shall be appropriately adjusted on a pro rata basis and consistent with the terms of the Agreements.
Escrow Shares. On the effective date of the Merger (as defined in the Merger Agreement), the Buyer shall instruct the Exchange Agent to deliver to the Escrow Agent a stock certificate, issued in the name of the Escrow Agent or its nominee, Var & Co., representing 406,250 shares of Common Stock, $0.01 par value per share (the "Common Stock"), of the Buyer (the "Escrow Shares") to be held by the Escrow Agent in accordance with the terms of this Agreement. Any securities distributed in respect of any of the Escrow Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account. Such securities shall be considered Escrow Shares for purposes hereof. Any cash dividends or property (other than securities) distributed in respect of the Escrow Shares shall promptly be released by the Escrow Agent to the Exchange Agent for distribution to the Company Stockholders. The Escrow Agent hereby agrees to act with respect to the Escrow Shares as hereinafter set forth. The Escrow Shares will be retained by the Escrow Agent for safekeeping pursuant to the terms hereof (a) as security for the indemnity obligations of certain of the Company Stockholders under Article VI of the Merger Agreement and (b) to satisfy, in accordance with Section 1.10 of the Merger Agreement, any post-closing adjustment obligations to the Buyer pursuant to Section 1.10(f)(i) of the Merger Agreement. The Escrow Shares are not subject to any transfer restrictions, except for contractual lock up restrictions for which the Escrow Agent shall not be responsible. Any cash held by the Escrow Agent hereunder shall remain uninvested. The Escrow Agent shall be under no obligation to sell any of the Escrow Shares.
Escrow Shares. Escrow Shares" shall have the meaning specified in Section 3.5 of the Agreement.
Escrow Shares. At the Closing, approximately 11,868 of the PRGX Shares issued on the Closing Date pursuant to Section 2.1(a)(ii) hereof (the "Escrow Shares") shall be issued in the name of the Representative, as nominee and attorney-in-fact for the Seller, which Escrow Shares will be held in escrow together with shares of PRGX deposited in escrow by the parties to the Other Acquisition Agreements, pursuant to the terms of the RCI Agreement and the Indemnity Escrow Agreement by and among PRGI, PRGX, Seller, Owners and the other signatories named therein in the form of Exhibit 2.3 attached hereto (the "Indemnity Escrow Agreement"). The aggregate number of Escrow Shares deposited hereunder and under the Other Acquisition Agreements shall equal the product of (a) the aggregate Purchase Prices under this Agreement and the Other Acquisition Agreements (approximately $43,500,000) multiplied by (b) 20%, divided by the Closing Price.
Escrow Shares. For so long as the Escrow Shares remain in escrow with the Escrow Agent in accordance with the terms of this Agreement, (a) any dividends payable in cash with respect to the Escrow Shares and all voting and other shareholder rights (under law or pursuant to any documentation to which the Company is a party or otherwise bound) applicable to the Escrow Shares shall be paid to and retained by, as applicable, each Stockholder, but any dividends payable in shares or other non-cash property shall be delivered to the Escrow Agent to be held in accordance with the terms of this Agreement, and (b) should the Escrow Agent receive cash dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to each Stockholder and shall not be invested or held for any time longer than is needed to effectively re-route such items to each Stockholder. In the event that the Escrow Agent receives a communication from the Company requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, then such cash or exchanged shares shall be redeposited with the Escrow Agent. Each Stockholder shall be responsible for all of his or her respective taxes resulting from any such conversion or exchange.
Escrow Shares. If Escrow Shares are deliverable to the Company in accordance with this Agreement, the Selling Shareholders covenant and agree to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from the Selling Shareholders to the Company. Until such time as (if at all) the Escrow Shares are required to be delivered in accordance with this Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by the Selling Shareholder.
Escrow Shares. “Escrow Shares” shall mean the sum of the Common Stock Escrow Shares and the Preferred Stock Escrow Shares.
