Holdback of Purchaser Shares. Certificates representing the Stock Consideration will be issued at Closing in the name of the Xxxxx and held by Purchaser until the Second Release Date and Final Release Date, as applicable, at which time they will be issued to the Xxxxx unless there has been a Holdback Adjustment. In the event that there has been a Holdback Adjustment, then the number of Purchaser Shares representing the value of such Holdback Adjustment attributable to the Xxxxx, determined by dividing the Holdback Adjustment value attributable to the Xxxxx by the average closing sale price of a Purchaser Share as publicly reported on the OTC Bulletin Board as of 4:00 p.m. Eastern Standard Time for each of the fifteen (15) consecutive trading days immediately preceding date of the Holdback Adjustment. Such number of Purchaser Shares utilized in satisfaction the Holdback Adjustment attributable to the Xxxxx will be cancelled on the books and records of the Purchaser and the number of Purchaser Shares to be issued to the Xxxxx will be accordingly reduced. The Xxxxx shall execute a stock power which will authorize the cancellation of the Purchaser Shares issued in their names as required pursuant to this Section 2.2. Until such time as the Stock Consideration is released from the requirements of this Section 2.2, the Xxxxx hereby irrevocably grant to, and appoint, Purchaser and any nominee thereof, its proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Xxxxx to vote such Purchaser Shares, or grant a consent or approval in respect of such Purchaser Shares, in connection with any meeting or action by written consent of the stockholders of Company.
