Inter-Connect Tech Clause Samples
Inter-Connect Tech. Limited is a corporation duly organized, validly existing and in good standing under the Laws of the British Virgin Islands, and is the Record Holder of 8,325,000 Shares. The individuals set forth in Section 2.14(i) of the Disclosure Schedule are the Beneficial Owners of the ------------------------------------------ Allocated Inter-Connect Shares in the respective amounts set forth opposite their names, and the record holder of the issued and outstanding share capital of Inter-Connect Tech. Limited holds such share capital for the benefit of such individuals. The Unallocated Inter-Connect Shares are not beneficially owned by any of the individuals set forth in Section 2.14(i) of the Disclosure Schedule ------------------------------------------ and such individuals have no claims or other rights in respect of the Unallocated Inter-Connect Shares.
Inter-Connect Tech. Limited. --------------------------- Sellers and Purchaser shall have established, or caused to have been established, a trust to hold certain of the proceeds of the sale pursuant hereto of the 8,325,000 Shares held of record by Inter-Connect Tech. Limited, as described in Section 1.02(b)(v). The terms of the trust agreement governing such trust shall be reasonably satisfactory to Purchaser and shall provide, among other things, the following:
(a) the Purchaser or its nominee shall be appointed trustee of the trust;
(b) the proceeds of the sale pursuant hereto of the Allocated Inter- Connect Shares shall be held in trust for the benefit of the individuals to whom such Shares have been allocated, in accordance with their respective allocations, pending distribution of such proceeds in such manner as Purchaser shall determine in its reasonable discretion; and
(c) the portion of the cash proceeds of the sale pursuant hereto of the Unallocated Inter-Connect Shares described in Section 1.02(b)(v)(D) shall be held in trust for the benefit of certain current or future employees of the Company, as determined by the Purchaser in its sole discretion, pending distribution to such current or future employees in such manner as Purchaser shall determine in its reasonable discretion.