Escrow Stock Sample Clauses
Escrow Stock. (a) On the Closing Date, the deposits in cash and stock provided for in Section 2.2(e) hereof shall be made with the Escrow Agent and held in escrow as provided in this Section 8.8 and pursuant to the terms and conditions of the Escrow Agreement, including 486,082 shares of Group 1 Common Stock, representing a value of Sixty Million Reais (R$60,000,000) calculated at the Exchange Rate and the Per Share Price (the “Escrow Stock”), which will serve as a guarantee for the benefit of the Purchaser in respect of the indemnification obligations assumed by the Shareholders under Article VIII of this Agreement. Any payment the Shareholders are obligated to make to any Purchaser Indemnified Person pursuant to this Article VIII shall be made exclusively pursuant to the delivery of shares of Group 1 Common Stock held as Escrow Stock pursuant to the Escrow Agreement, by release of Escrow Stock to the Purchaser Indemnified Person from the account maintained by the Escrow Agent pursuant to the Escrow Agreement (the “Escrow Account”), within five (5) Business Days after the date notice of any sums due and owing is given to the Shareholders Representative and the Escrow Agent by the applicable Purchaser Indemnified Persons and shall accordingly reduce the Escrow Stock held in the Escrow Account. On the second (2nd) anniversary of the Closing Date, the Escrow Agent shall release thirty three percent (33%) of the balance of the Stock Escrow (to the extent not retained for outstanding Liability Claims); on the forth (4th) anniversary of the Closing Date, the Escrow Agent shall release thirty three percent (33%) of the balance of the Escrow Stock held in the Escrow Account (to the extent not retained for outstanding Liability Claims); and on the sixth (6th) anniversary of the Closing Date, the Escrow Agent shall release the remaining balance of the Escrow Stock held in the Escrow Account (to the extent not retained for outstanding Liability Claims) to the Shareholders, except that the Escrow Agent shall retain an amount equal to the amount of any and all Liability Claims notified pursuant to a Claims Notice or Third Party Claim for indemnification under this Article VIII asserted, pending or outstanding hereunder but not yet resolved (“Unresolved Claims”). The Escrow Stock retained in the Escrow Account for Unresolved Claims shall be released by the Purchaser (to the extent not utilized to pay any and all Liability Claims and other amounts indemnifiable hereunder ) upon their...
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 ▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇orm 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. 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 ▇▇▇▇▇.▇▇▇ against ▇▇. ▇▇▇▇▇▇ or The ▇▇▇▇▇▇▇ 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. By signing this Escrow Agreement, the Escrow Agent agrees to hold and dispose of any and all Escrow Stock delivered to it in accordance with the terms of the Escrow Agreement.
Escrow Stock. 7 ARTICLE V Representations and Warranties
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
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 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. The 125,000 shares of common stock of Cerprobe issued to Mayer in connection with the Merger ▇▇▇▇▇ntly held in escrow pursuant to that certain Escrow and Security Agreement, by and among Cerprobe, Mayer and Arizona Escrow & Financial ▇▇▇▇▇ration, dated January 28, 1997, shall, effective August 18, 1997, be redelivered to Cerprobe and Mayer does hereby forever release a▇▇ ▇elinquish any and all claims or interest with respect thereto. Contemporaneously with the execution and delivery of this Agreement, Cerprobe and Mayer shall execute and deliver a ▇▇▇▇er to Arizona Escrow & Financial Corporation in form and content as set forth in Exhibit A attached hereto.