Escrow Stock. When making the issuances of Acquiror Common Stock pursuant to Section 2.01(a) above, Acquiror shall withhold from the Company Stockholders a number of shares of Acquiror Common Stock equal to the quotient of five percent (5%) of the Transaction Value divided by the Acquiror Stock Price (the "Escrow Stock"). The Escrow Stock will be placed in escrow as security for the performance of the indemnity obligations of the Company Stockholders under Section 9.02 of this Merger Agreement and to pay Acquiror any Closing Adjustment required to be paid to Acquiror pursuant to this Section 2.06, all pursuant to the terms and conditions of an escrow agreement among Acquiror, the Surviving Corporation, the Stockholders' Representatives and First Union National Bank or another escrow agent designated by Acquiror and reasonably acceptable to the Company (the "Escrow Agent"), in form attached hereto as EXHIBIT D (the "Escrow Agreement"). The Escrow Stock shall be registered in the name of the Escrow Agent as nominee for the Company Stockholders. The Merger Consideration otherwise distributable as of the Effective Time to each Company Stockholder in connection with the Merger as provided in Section 2.01(a) shall be proportionately reduced to reflect the Escrow Stock required to be deposited in Escrow pursuant to this Section 2.06(a) and the Escrow Agreement, and such Escrow Stock shall be released to the Company Stockholders or Acquiror, as the case may be, only in accordance with the terms of this Merger Agreement and the Escrow Agreement. The fees of the Escrow Agent shall be paid by Acquiror. On the earlier to occur of (i) five (5) business days after the final determination of the Closing Adjustment and the Loss Adjustment pursuant to Section 2.06(b) (including, without limitation, final resolution of any disputes with respect thereto) or (ii) ninety (90) days after Closing, the Escrow Agent shall deliver to the Company Stockholders, pro-rata in accordance with the number of shares of Company Common Stock held by each such Company Stockholder immediately prior to the Effective Time, the Escrow Stock, after deducting therefrom an amount of Escrow Stock having a value equal to the sum (which shall not be less than zero) of the Closing Adjustment, if any, and the Loss Adjustment, if any, and shall deliver to Acquiror an amount of Escrow Stock having a value equal to such sum; PROVIDED, HOWEVER, that in the event of any dispute over the sum of the Closing Adjustment and the...
Escrow Stock. Paradise agrees to deposit 15,000,000 fully paid and non-assessable shares of its Common Stock in escrow (the "Escrow Stock") in a brokerage account at The Maxim Group, 405 Lexington Avenue, New York, New York 10174 ("Maxim") pursuant xx xx Xxxxxx Xxxxxxxxx xxxxxxxxxxxxx xx xxx xorm of EXHIBIT A hereto. To the extent that the proceeds of sale referred to in Paragraph 2 above are insufficient to pay the Obligation in full by the Due Date or in the event PCC is, for whatever reason, legally prevented from selling a sufficient amount of shares to repay the Obligation in full by the Due Date, a sufficient number of shares of Escrow Stock will be delivered to PCC so that the market value will make up the shortfall in the payment of the Obligation, and if PCC is unable to sell any of its stock, then the number of shares having a market value of $300,000.00 shall be delivered to PCC. If Paradise shall not satisfy the Obligation in full by the close of business on the day that is six (6) months after the Maturity Date, PCC shall be entitled to keep all of the Escrow Stock and Paradise shall, if requested by PCC, direct Maxim to deliver all of the Escrow Stock to PCC or an account designated by PCC.
Escrow Stock inTEST shall have delivered to the Escrow Agent shares of the inTEST Stock registered in the name of the Escrow Agent for deposit in the Escrow Fund as set forth in Section 4(b) hereof.
Escrow Stock. “Escrow Stock” shall mean the Aggregate Employee Stock Payout Escrow Contribution plus the Aggregate Stockholder Escrow Stock Contribution.
Escrow Stock. (a) Upon effectiveness of this Agreement, eGames hereby agrees to provide directly to the Escrow Agent on behalf of eGames and Cinemaware the Escrow Stock, all of which will be held in escrow by the Escrow Agent (the Escrow Stock, together with the Additional Escrow Stock [as defined herein], collectively referred to as the "Escrow Stock").
(b) Except for tax-free dividends payable in securities declared with respect to the Escrow Stock pursuant to Section 305(a) of the Code ("Additional Escrow Stock"), any cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Stock shall be distributed currently to Cinemaware. Cinemaware shall have voting rights with respect to the Escrow Stock so long as such Escrow Stock is held in escrow. While the Escrow Stock remains subject to this Agreement, Cinemaware shall retain and shall be able to exercise all other incidents of ownership of said Escrow Stock which are not inconsistent with the terms and conditions hereof.
(c) Cinemaware shall be responsible for any tax liability attributable to the placement of the Escrow Stock in the Escrow and the payment of any dividends or other amounts payable to Cinemaware with respect to the Escrow Stock.
(d) Except as contemplated hereunder, no Escrow Stock or any beneficial interest therein may be pledged, sold, assigned or transferred, including by operation of law, by Cinemaware or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of Cinemaware, prior to the delivery to Cinemaware of the Escrow Stock by the Escrow Agent.
Escrow Stock. 3 excess parachute payment....................................................13
Escrow Stock. The shares of AmeriNet common stock issuable to Trilogy's stockholders retained for the purpose described in Article VII.
Escrow Stock. 4.1 Notwithstanding Clause 3 of this Agreement, the Escrow Stock shall be held by the Escrow Agent until 4 March 2001 or such longer period as is required in accordance with the terms of Schedule 12 to the Sale and Purchase Agreement. Nothing in this Agreement shall constitute a waiver of any rights of Xxxxx.xxx against Xx. Xxxxxx or The Xxxxxxx Trustee under the Sale and Purchase Agreement or acceptance of any breach of the terms thereof and the Sale and Purchase Agreement shall remain in full force and effect save as expressly varied (as between the Parties) by this Agreement.
Escrow Stock. The Vendors agree that Bluestone shall be entitled to retain the certificates of the Escrow Stock and shall, in its absolute discretion, and without prejudice to any other rights or remedies available to it, be authorised and entitled to dispose of or cancel such stock in or towards satisfaction of any Determined Claim. For the purposes of calculating the number of shares of Escrow Stock to be disposed or cancelled the Escrow Stock shall have a fixed deemed value of L16.98 per share of Escrow Stock (the "DEEMED VALUE") and the Vendors shall neither be obliged to make up any shortfall nor have any right to receive any excess in the actual proceeds of the disposal of the Escrow Stock received by Bluestone. To the extent that no Claim shall have been made on or before the first anniversary of Completion, Bluestone undertakes to deliver to the Vendors certificates for 50 per cent of such Escrow Stock on such date. In the event that no Claims have been made on or before the second anniversary of Completion, Bluestone undertakes to deliver to the Vendors certificates for the balance of the Escrow Stock on such date. In the event that any Claims are made prior to such period the Escrow Stock, to the extent not already released and only to the extent of such Claim, shall be retained pending resolution of such Claims and the provision of clauses 5.11.2, 5.11.3 and 5.11.4 shall apply to such amounts retained.
Escrow Stock. Consideration 2.2(a) ................. 3 Estimated Transaction Expenses 9.10(b) ................. 51 Exchange Act 3.11 ................. 13 Exchange Agent 2.4(b) ................. 5 Exchange Agent Instructions 2.4(b) ................. 5 Exchange Fund 2.4(b) .................. 5
