General Escrow Shares Clause Samples

General Escrow Shares. At the Effective Time, Buyer shall withhold from the Stock Consideration otherwise deliverable to Nasco, five hundred thousand (500,000) shares of Parent Common Stock (the “General Escrow Shares”). Any such General Escrow Shares will be delivered by Parent to ____________ (the “Escrow Agent”), as escrow agent, to be held pursuant to the terms of the escrow agreement attached hereto as Exhibit “A” (the “Escrow Agreement”). The payment of any General Escrow Shares in satisfaction of any indemnification obligations under ARTICLE VI shall be made by Nasco. Escrow Agent shall hold the General Escrow Shares for one year following the Effective Time (the “General Escrow Period”) as security for the Company indemnification obligations for Damages under ARTICLE VI.

General Escrow Shares. At the Effective Time, Buyer shall withhold from the Closing Merger Consideration, 500,000 shares of Parent Common Stock (the “General Escrow Shares”) which shall be allocated among the Principals on a pro-rata basis based upon the number of shares each such stockholder is entitled to receive pursuant to Section 1.6(a) (“Pro Rata Share”). Any such General Escrow Shares will be delivered by Parent to ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, P.A. (the “Escrow Agent”), as escrow agent, to be held pursuant to the terms of the escrow agreement attached hereto as Exhibit “A” (the “Escrow Agreement”). The payment of any General Escrow Shares in satisfaction of any indemnification obligations under Section VI shall be made on a pro rata basis based upon each Principals’ Pro Rata Share. Escrow Agent shall hold the General Escrow Shares for one year following the Effective Time (the “General Escrow Period”) as security for the Company indemnification obligations for Damages under Section VI.

General Escrow Shares. At the Effective Time, Acquiror shall withhold the General Escrow Shares from the shares of Acquiror Common Stock issuable pursuant to Section 2.4(b) to the Company Stockholders as of immediately prior to the Effective Time (other than holders of solely shares of Company Capital Stock which constitute and remain Dissenting Shares) (“Effective Time Holders”), on a pro rata basis based upon the number of shares and amount of cash each such holder is entitled to receive pursuant to Section 2.4(b)(iii) with respect to its shares of Company Capital Stock (other than Dissenting Shares) relative to the number of shares and amount of cash all such holders are entitled to receive pursuant to Section 2.4(b)(iii) with respect to their shares of Company Capital Stock (other than Dissenting Shares) (“Pro Rata Share”). If a Company Stockholder holds Unvested Company Shares, then the shares of Acquiror Common Stock to be issued upon conversion hereunder of shares of Company Capital Stock held by such Company Stockholder which are not Unvested Company Shares (the “Vested Acquiror Shares”) shall be withheld first and, thereafter, the Unvested Acquiror Shares shall be withheld (with the understanding that any Unvested Acquiror Shares so withheld shall vest prior to any such Unvested Acquiror Shares not withheld by Acquiror pursuant to Section 2.4(e)(i)) to the extent necessary to satisfy such Effective Time Holders’ escrow obligations as set forth in the first sentence of this Section 2.7(a). The payment of any General Escrow Shares in satisfaction of any indemnification obligations under Article 12 shall be made, with respect to each Effective Time Holder, first with Vested Acquiror Shares and then, if such shares are insufficient to satisfy such indemnification obligation and only to the extent of such insufficiency, shall such payment be made with Unvested Acquiror Shares. Acquiror shall hold the General Escrow Shares for one year following the Effective Time of the First Merger (the “General Escrow Period”) as security for the Effective Time Holders’ indemnification obligations for Damages under Article 12.

General Escrow Shares. At the Effective Time, Buyer shall withhold from the Stock Consideration, Eight Million (8,000,000) shares of Buyer Common Stock (the “General Escrow Shares”) which shall be allocated among the Company Shareholders on a pro-rata bas is based upon the number of shares and amount of cash each such holder is entitled to receive pursuant to Section 1.6 with respect to its shares of the Company Stock relative to the number of shares and amount of cash all such holders are entitled to receive pursuant to Section 1.6 with respect to their shares of the Company Stock (“ Pro Rata Share”). Any such General Escrow Shares and cash will be delivered by Buyer to SunTrust Bank (the “Escrow Agent”), as escrow agent, to be held pursuant to the terms of the escrow agreement (the “Escrow Agreement”), in a form that is mutually acceptable to Buyer and the Company. The payment of any General Escrow Shares in satisfaction of any indemnification obligations under ARTICLE VII shall be made on a pro rata basis based upon each holders’ Pro Rata Share. Escrow Agent shall hold the General Escrow Shares for one year following the Effective Time of the First Merger (the “General Escrow Period”) as security for the Company indemnification obligations for Damages under ARTICLE VII.

General Escrow Shares. At the Effective Time, and except as provided below, Buyer shall withhold from the Stock Consideration, the General Escrow Shares (as defined below) which shall be allocated among the Company shareholders on a pro-rata basis based upon the number of shares each such holder is entitled to receive pursuant to Section 1.6 with respect to its shares of the Company Stock relative to the number of shares and amount of cash all such holders are entitled to receive pursuant to Section 1.6 with respect to their shares of the Company Stock (“Pro Rata Share”). Any such General Escrow Shares will be delivered by Buyer to Chicago Title Insurance Company (the “Escrow Agent”), as escrow agent, to be held pursuant to the terms of the escrow agreement (the “Escrow Agreement”), in a form that is mutually acceptable to Buyer and the Company. The payment of any General Escrow Shares in satisfaction of any indemnification obligations under ARTICLE VI and the adjustment provisions in Section 4.4 shall be made on a pro rata basis based upon each holders’ Pro Rata Share. Escrow Agent shall hold the General Escrow Shares for eighteen (18) months following the Effective Time of the Merger (the “General Escrow Period”) as security for the Company indemnification obligations for Damages under ARTICLE VI and the adjustment provisions in Section 4.4.