MAINTENANCE OF THE ESCROW. The Escrow Agent shall establish ------------------------- a separate account for each Stockholder showing the number of Escrow Shares and the amount and type of other property, if any, held in the Escrow for such Stockholder on the basis of a list of the Stockholders' respective ownership percentage provided to the Escrow Agent by the Stockholder Representative. The Escrow Agent shall maintain records showing each Stockholder's Proportionate Interest in the Escrow Fund and shall adjust each Stockholder's account to reflect distributions from, and additions or substitutions to, the property held for the account of such Stockholder in the Escrow. For purposes of this Agreement, each Stockholder's "Proportionate Interest" in the Escrow Fund as of a specific date shall be equal to the percentage that the value of the Escrow Shares and other property held for the account of such Stockholder in the Escrow bears to the value of all property held for the account of all Stockholders in the Escrow as of such date. For purposes of the provisions of this Agreement relating to indemnification and claims, the Escrow Shares shall be deemed to have a value equal to the average closing sale price of Aspect Common Stock (as quoted on the Nasdaq National Market and reported in The Wall Street Journal) ----------------------- for the ten (10) trading days preceding the date of the Plan of Reorganization. The Escrow Agent is hereby granted the power to effect any transfer of Escrow Shares required by this Agreement. Aspect 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. All Escrow Shares and any other securities from time to time held in the Escrow Fund shall be registered in the name of the Escrow Agent or its nominee.
MAINTENANCE OF THE ESCROW. (a) The Escrow Agent shall continue to maintain the Escrow Fund, as the case may be, until the earlier of: (i) the time at which there shall be no funds in such Escrow Fund (through any payment made pursuant to Section 1.6 hereof) and (ii) the termination of this Deposit Escrow Agreement.
(b) Notwithstanding any other provision of this Deposit Escrow Agreement to the contrary, at any time prior to the termination of the Escrow Fund, the Escrow Agent shall, if so instructed by a Joint Notice (as defined below), pay from the Escrow Fund to the Sellers or the Purchaser, as directed in such Joint Notice, the amount of cash so instructed.
MAINTENANCE OF THE ESCROW. The Escrow Agent shall account separately ------------------------- for each Wood Shareholder showing the amount of Escrowed Shares held in the Escrow Account for such Wood Shareholder. The Escrow Agent shall maintain records showing each Wood Shareholder's Proportionate Interest (as defined below) in the Escrow Account and shall adjust each Wood Shareholder's account to reflect distributions from, and additions or substitutions to,
MAINTENANCE OF THE ESCROW. The Escrow Agent shall establish a separate account for each Warranting Stockholder showing the number of Escrow Shares held in the Escrow for such Warranting Stockholder on the basis of the provisions of the Merger Agreement and Annex B. The Escrow Agent shall maintain records showing each Warranting Stockholder's Proportional Allotment of the Escrow Fund and shall adjust each Warranting Stockholder's account to reflect distributions from, and additions or substitutions to, the property held for the account of such Warranting Stockholder in the Escrow. The Escrow Agent is hereby granted the power to effect any transfer of Escrow Shares required by this Agreement. PURCHASER 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. All Escrow Shares held in the Escrow Fund shall be registered in the name of the Escrow Agent or its nominee on behalf of the Warranting Stockholders in the respective amounts set forth on Annex B.
MAINTENANCE OF THE ESCROW. (a) With respect to each Escrow Fund, the Escrow Agent shall establish a separate account (each, a "Subaccount") for each Stockholder for the number of Escrowed Shares and the amount of Escrowed Cash set forth opposite such Stockholder's name in the column identified for each Escrow Fund on Annex A attached hereto (the "Stockholder List"). The ratio of the total number of Escrowed Shares listed opposite a given Stockholder's name on the Stockholder List to the total number of Escrowed Shares set forth on the Stockholder List, as of the date hereof, is referred to herein as such Stockholder's "Proportional Interest in Shares." The ratio of the amount of Escrowed Cash listed opposite a given Stockholder's name on the Stockholder List to the total amount of Escrowed Cash set forth on the Stockholder List, as of the date hereof, is referred to herein as such Stockholder's "Proportional Interest in Cash." A Stockholder's Proportional Interest in Shares and Proportional Interest in Cash shall collectively be referred to herein as such Stockholder's "Proportional Interest."
(b) The Escrow Agent shall invest the Escrowed Cash at the written direction of the Stockholder Representative in any of the following (collectively the "Permitted Investments"): (i) United States Treasury Bills maturing within ninety-one (91) days of the date of purchase, (ii) demand deposit accounts, money market deposit accounts and certificates of deposit with a term not greater than ninety (90) days with a United States depository having a reported capital and surplus of not less than $50 million and (iii) commercial paper which is rated on the date of purchase in one of the two highest rating categories by both Standard and Poor's Ratings Group and Moody's Investors Service, Inc. and matures not more than ninety (90) xxxx from the date of purchase. In the absence of duly authorized and complete directions regarding investment of Escrowed Cash from the Stockholder Representative, Escrow Agent shall automatically invest and reinvest the same in units of the money market mutual funds identified on Annex C attached hereto and incorporated herein, which funds may be managed by an affiliate of the Escrow Agent. Any income earned or accrued with respect to the applicable Escrowed Cash amount shall become a part of the applicable Escrow Fund (but shall not be used to satisfy any claims by Acquiror Indemnified Parties pursuant to Section 5 hereof) and credited proportionately to the Subaccounts i...
MAINTENANCE OF THE ESCROW. The Escrow Agent shall establish a separate account for each Shareholder showing the number of Escrow Shares held in the Escrow for such Shareholder on the basis of the provisions of the Merger Agreement and a list of the Shareholders' ownership of Target Capital Stock provided to the Escrow Agent by the Shareholders' Agent. The Escrow Agent shall maintain records showing each Shareholder's Proportionate Interest in the Escrow Fund and shall adjust each Shareholder's account to reflect distributions from, and additions or substitutions to, the property held for the account of such Shareholder in the Escrow. For purposes of this Agreement, each Shareholder's "Proportionate Interest" in the Escrow Fund as of a specific date shall be equal to the percentage that the value of the Escrow Shares held for the account of such Shareholder in the Escrow bears to the value of all property held for the account of all Shareholders in the Escrow as of such date. The Escrow Agent is hereby granted the power to effect any transfer of Escrow Shares required by this Agreement. Acquiror 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. All Escrow Shares held in the Escrow Fund shall be registered in the name of the Escrow Agent or its nominee.
MAINTENANCE OF THE ESCROW. (a) The Escrow Agent shall continue to maintain the Escrow Fund, as the case may be, until the earlier of: (i) the time at which there shall be no funds in such Escrow Fund (through any payment made pursuant to Section 1.6 hereof) and (ii) the termination of this Asserted Cure Costs Escrow Agreement.
(b) Notwithstanding any other provision of this Asserted Cure Costs Escrow Agreement to the contrary, at any time prior to the termination of the Escrow Fund, the Escrow Agent shall, if so instructed by a Joint Notice (as defined below), pay from the Escrow Fund to the Sellers or the Purchaser, as directed in such Joint Notice, the amount of cash so instructed.
MAINTENANCE OF THE ESCROW. The Escrow Agent shall maintain records showing each Seller’s Proportionate Interest (as defined below) in the Escrow Account, if any, and shall
MAINTENANCE OF THE ESCROW. (a) EXHIBIT B sets forth the name, address and taxpayer identification number (when known) of each of the Retained Target Founders, the number of Escrow Shares initially deposited on behalf of each Retained Target Founder into the Escrow Fund and the proportionate interest of each Retained Target Founder in the Escrow ("PROPORTIONATE INTEREST"). Distributions from the Escrow pursuant to this Agreement shall be made in accordance with each
MAINTENANCE OF THE ESCROW. The Escrow Agent shall continue to maintain the Escrow Fund, as the case may be, until the earlier of: (i) the time at which there shall be no funds in such Escrow Fund (through any payment made pursuant to Section 1.6 hereof) and (ii) the termination of this Deposit Escrow Agreement.
