Establishment of Holdback Fund Sample Clauses

Establishment of Holdback Fund. Notwithstanding any other provision hereof to the contrary, at the Closing, an aggregate of 2,000,000 shares out of the 4,500,000 shares of MBS Common Shares to be issued to Imagine or Imagine Sub, as the case may be, pursuant to Section 4.1 hereof (the "Holdback Shares") shall not be issued to Imagine or Imagine Sub, as the case may be, but instead shall be delivered to, and directly deposited with, any person willing to serve as escrow agent that is acceptable to Imagine and Imagine Sub, in their sole discretion, including without limitation, any of Imagine, Imagine Sub, or any other their respective Affiliates or Subsidiaries (the "Escrow Agent"), in escrow for the account and future potential benefit of Imagine or Imagine Sub, as the case may be. The stock certificate representing the Holdback Shares shall be registered as follows: "[Escrow Agent], f/b/o Imagine Investments, Inc. or XHI2, Inc." All the Holdback Shares delivered to the Escrow Agent, together with all subsequent dividends or distributions (whether cash, stock, or other property) with respect to such shares (the "Additional Shares"), shall be held in escrow and while deposited with the Escrow Agent are referred to herein collectively as the "Holdback Fund". The Holdback Fund shall held by the Escrow Agent subject to the provisions of an Escrow Agreement, which addresses the release of the Holdback Fund in a manner consistent with the obligations of the parties under the other provisions of this Agreement, requires Imagine and Imagine Sub to execute and deposit with the Escrow Agent at least three stock powers, duly executed in blank for transfer of the Holdback Shares on the records of MBS, and that otherwise is in a mutually agreeable form and substance (the "Escrow Agreement").

Establishment of Holdback Fund. Notwithstanding any other provision of this Agreement to the contrary, at the Closing, an amount equal to the Purchase Price, as adjusted to the Closing Date, multiplied by ten percent (10%) (the “Holdback Fund”), shall not be paid to Seller, but instead shall be withheld by Purchaser from the Purchase Price, and be subject to and paid pursuant to the provisions of Section 8.8. At the Effective Time, Seller shall have the contingent and deferred right to receive the portion of the Holdback Fund payable to Seller pursuant to Section 8.8, if any. The Holdback Fund shall include any interest or other income earned thereon during the period such funds are held in escrow.