Escrow Shares Sample Clauses

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. The Escrow Agent shall hold the Escrow Shares until the first anniversary of the consummation of a "BUSINESS COMBINATION" (as defined in the Registration Statement) (such period, the "ESCROW SHARE PERIOD"). On such first anniversary, the Escrow Agent shall, upon written instructions from each Common Holder, disburse each Common Holder's Escrow Shares to such Common Holder; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 468,750 of the Escrow Shares shall be released to the Company upon written instruction from the Company and; shall thereafter be cancelled; provided further, however, that in the event that the Closing does not occur, then the Escrow Agent shall promptly release the Escrow Shares to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Shares after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1.

Escrow Shares. (a) Logiq, Inc. agrees to deposit with the Escrow Agent 1,500,000 common shares of Collective Audience, Inc. (f/k/a Abri SPAC I, Inc.) (the “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 and Trust as Escrow Agent for the benefit of DLQ, Inc. (b) During the term of this Agreement, DLQ, Inc. 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 Collective Audience, Inc. owned by all other shareholders of Collective Audience, Inc. are voted. In the absence of notice from Collective Audience, Inc. as to the proportion that the number of common shares of Collective Audience, Inc. owned by all other shareholders of Collective Audience, Inc. are voted, the Escrow Agent shall not vote any of the shares comprising the Escrow Shares. (i) 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. (ii) 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 Collective Audience, Inc. 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. At the Closing, approximately 36,715 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 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. Escrow Shares" shall have the meaning set forth in Section 1.2(b) of the Agreement.

Escrow Shares. Escrow Shares" shall have the meaning specified in Section 3.5 of the Agreement.

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.

Escrow Shares. As soon as practicable after the Effective Time, 10% of the Exchangeable Shares and 10% of the Parent Common Shares issuable to the holders of Preferred Shares pursuant to the Plan of Arrangement (collectively the "Escrow Shares") ------------- shall be registered in the name of, and be deposited with Montreal Trust Company of Canada (or other institution selected by Parent with the reasonable consent of the Company) as escrow agent (the "Escrow Agent"), such deposit to constitute ------------ the Escrow Fund and to be governed by the terms set forth herein and in the Escrow Agreement attached hereto as Exhibit 10.1 (the "Escrow Agreement"). The ---------------- Escrow Fund (but only up to a maximum of the value of the Escrow Shares) shall be available to compensate Parent for any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), ------- arising, directly or indirectly, from or in connection with: (a) any Breach of any representation or warranty made by the Company in this Agreement as if such representation or warranty were made on and as of the Closing Date, other than any such Breach that is disclosed in a supplement to the Disclosure Letter; (b) any Breach by the Company of any covenant or obligation of the Company in this Agreement that is not waived on or prior to Closing; or (c) resolution or settlement of any Proceeding arising out of the claims described in Part 3.14(b) of the Disclosure Letter. Parent and its affiliates shall act in good faith and in a commercially reasonable manner to mitigate any Damages they may suffer. Any claim for indemnification for Damages hereunder shall be offset or reduced by (i) any tax benefit received by Parent or its affiliates as a result of such Damages and (ii) in the case of third-party claims, by any amount actually recovered by Parent or its affiliates pursuant to counterclaims made by any of them directly relating to the facts giving rise to such third-party claims. Parent and Company each acknowledge that such Damages, if any, would relate to unresolved contingencies existing at the Closing, which if resolved at the Closing would have led to a reduction in the total number of shares Parent would have agreed to issue in connection with the Contemplated Transactions. Resort to the Escrow Fund shall b...