Escrowed Stock. Borrower shall execute and deliver a supplement to the Stock Pledge Agreement and deliver the Stock of Sunshine Pretzel, Peachtree Pretzel and CMBC together with Stock powers endorsed in blank to Lender promptly upon the release of such Stock from that certain escrow held by Xxxxx X. Xxxxxx, Esq., as Escrow Agent, 0000 Xxxxx Xxxxx Xxxxxx, X.X. Xxx 0000, Xxxxxxxxxx, XX 00000-0000.
Escrowed Stock. As of the Effective Time, GLOBAL shall deposit or cause to be deposited with the Escrow Agent, for the account of the Seller Stockholders, certificates issued in the name of the Escrow Agent or its nominee (the "Escrow Certificates"), representing 1,690,274 shares of Gemstone Common Stock and 17,000 shares of Gemstone Series 1 Stock (being 10% of the aggregate number of shares of each of GLOBAL Common Stock and GLOBAL Series 1 Stock to be received by the Seller Stockholders in the Merger). Except as set forth in Section 8 hereof, Seller Stockholders shall not be required to make any additional deposits to the Escrow Fund. The shares represented by the Escrow Certificates shall be held by the Escrow Agent for the purpose of securing the indemnification obligations of the Seller Stockholders set forth in the Merger Agreement, and shall not, except as provided in Sections 5 and 7 hereof, be sold or disposed of by the Escrow Agent. GLOBAL shall provide and the Escrow Agent shall maintain a written record of the name and address of each Seller Stockholder and the number and class of shares of Escrowed Stock credited to his or her account. Shares of Escrowed Stock shall be credited in accordance with the instructions of GLOBAL to the account of each Seller Stockholder in the same proportion, and of the same class of security, as shares of Buyer Stock are issued to such Seller Stockholder in the Merger. The respective interests of the Seller Stockholders in the Escrow Fund shall not be transferable or assignable other than (a) to executors, administrators, legatees or heirs of the Seller Stockholders or (b) in a transaction involving no change in beneficial ownership. Notice of any transfer permitted by clause (b) hereof shall be given to GLOBAL and the Escrow Agent, and no such transfer shall be valid until such notice is given. To the extent that the Escrow Fund contains cash, the Escrow Agent may invest such cash in any Treasury Xxxx issued by the United States having a maturity of 90 days or less.
Escrowed Stock. (a) On the Closing Date, Buyer shall withhold the Escrow Stock which would otherwise be payable to Xxxxxxxx Xxxx, a holder of the majority of the Seller Common stock, pursuant to Sections 1.2 and 1.4. The Escrow Stock shall be held by the Buyer pursuant to this Agreement, including Section 8.5 hereof, and that certain Option Agreement, a form of which is attached as Exhibit D hereto.
(b) The adoption of this Agreement by the Stockholders of Seller shall constitute approval of the treatment of the Escrow Stock and of all of the arrangements relating thereto.
Escrowed Stock. Purchasers agree to accept the forfeiture of the Company's Stock owned by Xxxxxx and escrowed pursuant to Section 3.1.18 above, at a value equal to the greater of $0.25 per share (subject to a proportionate adjustment for any reverse or forward stock-splits) or its fair market value before pursuing any other or further remedies resulting from imposition of this indemnification provision. For purposes of this Section, the fair market value of the stock shall be the average of the closing bid price for the thirty days immediately preceding the breach (if any).
Escrowed Stock. Parent covenants that, at Closing and until March 1, 1999, it will escrow 50,000 shares of Parent Stock, at $10.00 per share (the "Escrowed Stock"), pursuant to the terms of an Escrow Agreement substantially in the form attached hereto as Exhibit "H" among the Tekna Shareholders, SunTrust ---------- Bank, Atlanta ("Escrow Agent"), and Parent ("Escrow Agreement"). Tekna's Shareholders may be entitled to all or a portion of the Escrowed Stock on March 1, 1999, depending upon the gross revenue for Tekna for the period from January 1, 1998 through the Closing prepared in accordance with GAAP combined on a pro- forma basis with Tekna revenue as reflected on Parent's books for the period from Closing through December 31, 1998, ("Actual Revenue") relative to the Projection, as follows:
(a) If Actual Revenue is between 75% and 100% of the Projection, then Tekna's Shareholders will be entitled to a pro rata portion of the Escrowed Stock; and
(b) If Actual Revenue is less than $2,625,000, then Tekna's Shareholders will be entitled to none of the Escrowed Stock. Parent and Tekna's Shareholders shall notify the Escrow Agent accordingly and, pursuant to the Escrow Agreement, (i) the portion of the Escrowed Stock to which the Tekna Shareholders are entitled, as determined by Parent in the foregoing manner, will be delivered to them, pro rata in accordance with their respective Tekna shareholdings immediately prior to the Effective Time; and (ii) any remaining Escrowed Stock shall be returned to Parent.
Escrowed Stock. 16 Section 5.10. 144 Opinions............................................................................17 Section 5.11. SSCI Board of Directors.................................................................17 Section 5.12. DPI Options and Warrants................................................................17 ARTICLE VI INDEMNIFICATION.......................................................................................17 Section 6.1. Indemnification.........................................................................17 Section 6.2. Notice and Defense of Third-Party Claims................................................17 Section 6.3. Exclusivity.............................................................................18 Section 6.4. Waiver of Consequential Damages.........................................................18
Escrowed Stock. A total of 200,000 shares of SSCI Common Stock to be issued to HFS Venture Fund I, LLLP pursuant to Article II shall be deposited into escrow ("Escrowed Stock") pursuant to an escrow agreement substantially in the form attached hereto as Exhibit 5.9. In addition to any other restrictions, the holders of the Escrowed Stock shall not make any disposition by sale, pledge or any other transfer of all of any portion of the Escrowed Stock unless and until the conditions set forth in Section 5.7 and Section 5.8 have both been met. Notwithstanding the foregoing, HFS Venture Fund I, LLLP may (i) exercise any other rights it would otherwise have regarding the shares including the right to vote or receive any dividends, and (ii) transfer the Escrowed Stock pursuant to the laws of descent and distribution and for customary estate planning purposes provided that the transferees shall be subject to all of the restrictions contained in the escrow agreement.
Escrowed Stock. Parent covenants that, at Closing and until March 1, 1999, it will escrow 350,000 shares of Parent Stock, at $10.00 per share (the "Escrowed Stock"), pursuant to the terms of an Escrow Agreement substantially in the form attached hereto as Exhibit "H" among the Image Shareholders, SunTrust ---------- Bank, Atlanta ("Escrow Agent"), and Parent ("Escrow Agreement"). Image's Shareholders will be entitled to all, none or a portion of the Escrowed Stock on March 1, 1999, depending upon the gross revenue, as reflected on Parent's books, of for the fiscal year ending December 31, 1998 ("Actual Revenue") relative to the Projection, as follows:
(a) If Actual Revenue is between $3,000,000 and $4,000,000, then Image's Shareholders will be entitled to a pro rata portion of the Escrowed Stock, determined by multiplying by 1.5 the amount by which Actual Revenue exceeds the Projection, and dividing the product by $10 per share; and
(b) If Actual Revenue is between $4,000,000 and $5,000,000, then Image's Shareholders will be entitled, in addition to the 150,000 shares of Escrowed Stock for the first $1 million by which Actual Revenue exceeds the Projection, in accordance with Section 6.8(a) above, to a pro rata portion of the Escrowed Stock determined by multiplying the amount by which Actual Revenue exceeds $4,000,000 (with such excess capped at $1,000,000 for this purpose) by: (i) 2.0, if Image is profitable for fiscal year 1998, as reflected on Parent's books and as determined in accordance with EBITDA (earnings before interest, taxes, depreciation and amortization); or (ii) 1.0, if Image is not profitable as so reflected and as so determined, with the product of either of the multiplications described in Sections 6.8(b)(i) or (ii), whichever is applicable, being divided by $10 per share. Parent and Image's Shareholders shall notify the Escrow Agent accordingly and, pursuant to the Escrow Agreement, (i) the portion of the Escrowed Stock to which the Image Shareholders are entitled, as determined by Parent in the foregoing manner, will be delivered to them, pro rata in accordance with their respective Image shareholdings immediately prior to the Effective Time; and (ii) any remaining Escrowed Stock shall be returned to Parent.
Escrowed Stock. InovaChem may, but shall not be required to, assert any claim it may have hereunder against the Trinterprise Members, pursuant to the terms of the Escrow Agreement.
Escrowed Stock. At the Closing, the Shareholders, jointly and severally, agree to enter into an escrow agreement in form and substance "reasonably satisfactory to the Acquiror and the Shareholders (the "Escrow Agreement") and to deliver to the Escrow Agent (as defined in the Escrow Agreement), to be held in accordance with the Escrow Agreement, a number of shares of SunGard Stock equal to five percent (5%) of the total number of shares of SunGard Stock received by Key Investments Ltd. at the Closing in payment of the Purchase Price under the Agreement of Sale, dated as of January 15, 1999 by and between Key Investments Ltd. and Solution Development Inc. [BALANCE OF PAGE INTENTIONALLY BLANK]
