Maintenance of Escrow. Comply with all of the terms and conditions of a software escrow agreement to be entered into among Borrower, Agent and the escrow agent thereunder, which will, at the election of Agent, be based on the existing software escrow arrangements of Borrower (if any) or on a form of software escrow agreement and with a software escrow agent reasonably acceptable to Agent, providing copies of Borrower's source code to Agent for the benefit of the Lenders upon the occurrence of an Event of Default. Borrower's compliance with such software escrow agreement will, include, without limitation, the payment of all amounts due thereunder and the requirement to deposit modifications, updates, new releases or documentation related to previously deposited materials.
Maintenance of Escrow. The Escrow Agent shall hold the Escrow Fund in escrow and shall maintain and disburse the Escrow Fund pursuant to this Agreement.
Maintenance of Escrow. The Escrow Agent shall hold the Escrowed Shares in escrow and shall maintain and disburse the Escrowed Shares pursuant to this Agreement. The Escrow Agent shall maintain updated Accounts for each Principal, reflecting increases or decreases in the number of Escrowed Shares.
Maintenance of Escrow. (a) The Escrow Agent shall hold the Escrowed Shares in escrow, and shall maintain and disburse the Escrowed Shares, pursuant to this Escrow Agreement.
(b) All dividends and other distributions of money, securities or other property made by Parent with respect to the Escrowed Shares while such shares are held by the Escrow Agent, shall be paid or delivered to the Stockholders pro rata in accordance with their respective ownership of Company Common Stock immediately prior to the Effective Time, at the same time such dividends or other distributions are paid or delivered to other holders of Parent Common Stock; provided, however, that there shall be paid or delivered to the Escrow Agent at such time all shares of Parent Common Stock issuable as a result of any stock dividend or stock split with respect to the Escrowed Shares. The Escrowed Shares and such additional shares of Parent Common Stock are collectively referred to in this Escrow Agreement as the "Escrow Funds."
Maintenance of Escrow. If the amount deposited in escrow exceeds the Escrow Amount and such excess is released from escrow pursuant to the Account Control Agreement, Adena shall be entitled to a return of a portion of such excess equal to the excess multiplied by a fraction the numerator of which is the Adena Escrow Amount and the denominator of which is the total Escrow Amount (the “Adena Escrow Percentage”), and the TIC Company shall be entitled to a return of a portion of such excess equal to the remainder of such excess. If the amount deposited in escrow is less than the Escrow Amount and Adena and the TIC Company must deposit additional funds into escrow, Adena shall contribute an amount equal to the required amount multiplied by the Adena Escrow Percentage, and the TIC Company shall deposit the remaining amount necessary. Upon a change in the Adena Escrow Percentage, Adena shall promptly deposit (if the Adena Escrow Percentage increases) or the TIC Company shall promptly deposit (if the Adena Escrow Percentage decreases), as necessary, into the escrow account(s) an amount in cash equal to the Escrow Amount multiplied by the change in the Adena Escrow Percentage, and the non-depositing party shall be entitled to a withdrawal of an amount equal to such deposit.
Maintenance of Escrow. 58 -------------- --------------------- Section
Maintenance of Escrow. Comply with all of the terms -------------- --------------------- and conditions of that certain software escrow agreement dated on or prior to June 19, 1992 by and among Borrower and National Safe Depository and the Financing Document which is the agreement supplemental thereto between National Safe Depository and the Agent dated on or about the Closing Date, including, without limitation, the payment of all amounts due thereunder and the requirement to deposit modifications, updates, new releases or documentation related to previously deposited materials.
Maintenance of Escrow. (a) The Escrow Agent shall hold the Escrowed Shares in escrow, and shall maintain and disburse the Escrowed Shares, pursuant to this Agreement.
(b) All stock splits or dividends payable in stock or other securities of Purchaser that are made by Purchaser with respect to the Escrowed Shares while such shares are held by the Escrow Agent, shall be registered in the name of the Escrow Agent, deposited in escrow and governed by this Agreement. The Escrowed Shares, such stock or other dividends deposited in escrow and any cash in lieu of fractional shares of Purchaser Common Stock are collectively referred to in this Agreement as the "ESCROWED FUNDS." All other dividends or distributions made by Purchaser with respect to the Escrowed Shares while such shares are held by the Escrow Agent shall be delivered to the Holders pro rata in accordance with their respective ownership of Escrowed Shares at the time of such distribution, and such dividends or distributions shall be made to each such Holder at the same time such dividends or distributions are paid or delivered to holders of Purchaser Common Stock.
Maintenance of Escrow. Each Stockholder's "PRO RATA LIABILITY PERCENTAGE" shall be as set forth opposite such Stockholder's name on SCHEDULE A. The Escrow Agent is hereby granted the power to effect any transfer of Escrow Shares required by this Agreement using the applicable Stock Powers. FIND and the Stockholders shall cooperate with the Escrow Agent in promptly issuing, or causing its transfer agent to promptly issue, such stock certificates as shall be required to effect such transfers. The Stockholders and FIND will take any action reasonably required by the transfer agent of FIND to effect such transfers, including, if required, promptly providing any necessary medallion signature guarantees. Whitcup acknowledges and agrees that the Escrow Shares issued in his name at the request of Friedland and La Terra are being delivered on the date hereof to Escxxx Xxxxx in order to provide security for indemnity claims that FIND may have against Friedland and La Terra pursuant to the terms and conditions of the Pxxxxxxx Xgreement.
Maintenance of Escrow. (a) The Escrow Agent shall hold the Escrowed Shares in escrow, and shall maintain and disburse the Escrowed Shares, pursuant to this Agreement. The Escrow Agent shall establish separate accounts in respect of any (i) Initial Shares (one for each Stockholder in respect of whom Initial Shares were deposited), (ii) Deposited Contingent Shares other than ADCO Contingent Shares (one for each Optionee in respect of the exercise of Restated Options and one for Holdings in respect of the exercise of the Put Right or the Redemption Right) (the accounts in sub-paragraphs (i) and (ii) individually a "GENERAL ACCOUNT" and collectively, the "GENERAL ACCOUNTS"), (iii) ADCO Initial Shares (one for each Stockholder in respect of whom ADCO Initial Shares were deposited), and (iv) ADCO Contingent Shares (one for each Optionee in respect of the exercise of Restated Options and one for Holdings in respect of the exercise of the Put Right or the Redemption Right in each case resulting in a deposit of ADCO Contingent Shares) (the accounts in subparagraphs (iii) and (iv) individually an "ADCO ACCOUNT" and collectively, the "ADCO ACCOUNTS"), (v) and shall credit to such respective General Accounts or ADCO Accounts, as the case may be, any stock splits or dividends payable in stock or other securities, that are received with respect to such Initial Shares, ADCO Initial Shares, or Deposited Contingent Shares.
(b) All stock splits or dividends payable in stock or other securities that are made by Purchaser with respect to the Escrowed Shares while such shares are held by the Escrow Agent shall be registered in the name of the Escrow Agent, deposited in escrow and governed by this Agreement. The Escrowed Shares, such stock or other dividends deposited in escrow and any cash in lieu of fractional shares of Purchaser Common Stock are collectively referred to in this Agreement as the "ESCROWED FUNDS." All other dividends or distributions made by Purchaser with respect to the Escrowed Shares while such shares are held by the Escrow Agent shall be delivered to the Holders by the Escrow Agent pro rata in accordance with their respective ownership of Escrowed Shares at the time of such distribution, and such dividends or distributions shall be made to each such Holder as soon as practicable after receipt by the Escrow Agent of such dividends or distributions.
