Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof. (ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. (iii) Each Company Shareholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 8 contracts
Samples: Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, Period and the Special Escrow Period and shall treat such fund as a trust fund in accordance with the terms of this Agreement and the Escrow Agreement and not as the property of Parent and shall hold and dispose of the Aggregate Escrow Fund only in accordance with the terms hereofof this Article VI.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- that have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which that have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock in the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Parent shall notify the Escrow Agrent of any changes that will affect the Escrow Fund pursuant to this Section 2(b)(ii).
(iii) Each Company Shareholder Stockholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder Stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Biomira Inc), Agreement and Plan of Reorganization (Oncothyreon Inc.), Agreement and Plan of Reorganization (Biomira CORP)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have ------------ not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Usweb Corp), Merger Agreement (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent or the Company's shareholders and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New SharesNEW SHARES") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder shareholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder shareholder (and on any voting securities New Shares added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Netscape Communications Corp), Merger Agreement (Netscape Communications Corp), Agreement and Plan of Reorganization (Netscape Communications Corp)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder Stockholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder Stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Tut Systems Inc), Agreement and Plan of Reorganization (Tibco Software Inc), Agreement and Plan of Reorganization (Tut Systems Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock splitsplit or stock dividend) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder shareholder shall be deemed the record holder of, and shall have voting voting, dividend, distribution and all other rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder shareholder (and on any voting securities and other equity securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Seagate Technology Malaysia Holding Co Cayman Islands), Agreement and Plan of Reorganization (Cobalt Networks Inc), Agreement and Plan of Reorganization (Seagate Technology Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent Healtheon and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Healtheon Common Stock or other equity securities issued or distributed by Parent Healtheon (including shares issued upon a stock split) ("New SharesNEW SHARES") in respect of Parent Healtheon Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Healtheon Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Healtheon Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each The Company Shareholder shall have voting rights with respect to the shares of Parent Healtheon Common Stock contributed to the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Healtheon Common Stock).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Healtheon Corp), Asset Purchase Agreement (Healtheon Corp)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New SharesNEW SHARES") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock Stock, if any, shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder shall have voting rights and the right to distributions of dividends with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder Shareholders (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 2 contracts
Samples: Merger Agreement (Commerce One Inc), Agreement and Plan of Reorganization (Commerce One Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New SharesNEW SHARES") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder stockholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan of Reorganization (Quickturn Design Systems Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Stockholder Escrow Fund during the Stockholder Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this the Escrow Agreement and not as the property of Parent and shall hold and dispose of the Stockholder Escrow Fund only in accordance with the terms hereofof the Escrow Agreement.
(ii) Any shares of Foreign Parent Common Stock or other equity securities issued or distributed by Foreign Parent (including shares issued upon a stock split, stock dividend or recapitalization of Foreign Parent) ("“New Stockholder Shares"”) in respect of Parent Common Stock Stockholder Escrow Shares in the Stockholder Escrow Fund which ---------- have not been released from the Stockholder Escrow Fund shall be added to the Stockholder Escrow Fund and become a part thereof. New Stockholder Shares issued in respect of shares of Parent Common Stock Stockholder Escrow Shares which have been released from the Stockholder Escrow Fund shall not be added to the Stockholder Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Foreign Parent Common Stock shall not be added to the Stockholder Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder The record holders of the Stockholder Escrow Shares shall have their respective voting rights with respect to the shares of Parent Common Stock contributed to the Stockholder Escrow Fund by such Company Shareholder (and on Shares or any voting securities New Stockholder Shares added to the Stockholder Escrow Fund in respect of such shares of Parent Common Stock)Fund.
Appears in 2 contracts
Samples: Merger Agreement (Bluephoenix Solutions LTD), Merger Agreement (Bluephoenix Solutions LTD)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent EUI and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock the EUI Shares or other equity securities issued or distributed by Parent EUI (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock EUI Shares in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be deposited with the Escrow Agent and added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock EUI Shares which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock EUI Shares held in the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Until a claim is made by EUI under this Section 8.2, each BNI Shareholder shall have voting rights with respect to the shares of Parent Common Stock EUI Shares contributed to the Escrow Fund by such Company BNI Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common StockEUI Shares).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Euniverse Inc), Agreement and Plan of Reorganization (Euniverse Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities and any cash dividends issued or distributed by Parent (including shares issued upon a stock split) ("New SharesNEW SHARES") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund as of the time of such issuance or distribution by Parent shall be added to the Escrow Fund and become a part thereof. New Shares and cash dividends issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund as of the time of such issuance or distribution by Parent shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder stockholder shall have voting rights with respect be entitled to control the vote of the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock), and the Escrow Agent in whose name the shares are held shall vote such shares on all matters as instructed by the respective stockholders in writing.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (New Era of Networks Inc), Merger Agreement (New Era of Networks Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Stockholder Escrow Fund during the Stockholder Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this the Escrow Agreement and not as the property of Parent and shall hold and dispose of the Stockholder Escrow Fund only in accordance with the terms hereofof the Escrow Agreement.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split, stock dividend or recapitalization of Parent) ("New Stockholder Shares") in respect of Parent Common Stock Stockholder Escrow Shares in the Stockholder Escrow Fund which ---------- have not been released from the Stockholder Escrow Fund shall be added to the Stockholder Escrow Fund and become a part thereof. New Stockholder Shares issued in respect of shares of Parent Common Stock Stockholder Escrow Shares which have been released from the Stockholder Escrow Fund shall not be added to the Stockholder Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Stockholder Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder The record holders of the Stockholder Escrow Shares shall have their respective voting rights with respect to the shares of Parent Common Stock contributed to the Stockholder Escrow Fund by such Company Shareholder (and on Shares or any voting securities New Stockholder Shares added to the Stockholder Escrow Fund in respect of such shares of Parent Common Stock)Fund.
Appears in 2 contracts
Samples: Merger Agreement (Xse, LLC), Merger Agreement (Xhibit Corp.)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent SERENA and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities New Shares issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund Shares which ---------- have not been released from the Escrow Fund shall be deposited with the Escrow Agent and added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock Escrow Shares which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereofof such shares. Cash dividends on Parent Common Stock paid with respect to Escrow Shares held in the Escrow Fund shall not be added to the Escrow Fund but and shall be applied against any Claims or distributed to the record holders thereof** as provided herein.
(iii) Each Company Shareholder shall have voting rights with respect to the shares of Parent Common Stock contributed Escrow Shares and any New Shares issued with respect thereto. The Escrow Agent need not furnish proxy materials or other information received by it with respect to the Escrow Fund by Shares to **, it being understood that SERENA will deliver such Company Shareholder (proxy materials and on any voting securities added other information to the Escrow Fund in respect of such shares of Parent Common Stock)**.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Serena Software Inc), Asset Purchase Agreement (Serena Software Inc)
Protection of Escrow Fund. (i) The Escrow Depositary Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent Acquiror and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Acquiror Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) Acquiror ("New Shares") in respect of Parent Acquiror Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereofFund. New Shares issued in respect of shares of Parent Acquiror Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Acquiror Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereofof the Acquiror Common Stock on the record date set for any such dividend.
(iii) Each Company Shareholder stockholder shall have voting rights with respect to the shares of Parent Acquiror Common Stock contributed to the Escrow Fund by such Company Shareholder stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Acquiror Common Stock).
Appears in 2 contracts
Samples: Merger Agreement (Valueclick Inc/Ca), Merger Agreement (Valueclick Inc/Ca)
Protection of Escrow Fund. (i) The Escrow Depositary Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent Broadcom and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Broadcom Common Stock or other equity Equity Equivalents securities issued or distributed by Parent (including shares issued upon a stock split) Broadcom ("New Shares") in respect of Parent Broadcom Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereofFund. New Shares issued in respect of shares of Parent Broadcom Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Broadcom Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereofof the Broadcom Common Stock on the record date set for any such dividend.
(iii) Each Company Shareholder shareholder shall have voting rights with respect to the shares of Parent Broadcom Common Stock contributed to the Escrow Fund by such Company Shareholder shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Broadcom Common Stock).
Appears in 2 contracts
Samples: Merger Agreement (Broadcom Corp), Merger Agreement (Broadcom Corp)
Protection of Escrow Fund. (ia) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent Buyer and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(iib) Any shares of Parent Buyer Common Stock or other equity securities issued or distributed by Parent Buyer (including shares issued upon a stock split) ("New Shares") in respect of Parent Buyer Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Buyer Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Buyer Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iiic) Each Company Shareholder Stockholder shall have voting rights and the right to distributions of cash dividends with respect to the shares of Parent Buyer Common Stock contributed to the Escrow Fund by such Company Shareholder Stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Buyer Common Stock). As the record holder of such shares, the Escrow Agent shall vote such shares in accordance with the instructions of the Stockholders having the beneficial interest therein and shall promptly deliver copies of all proxy solicitation materials to such Stockholders.
Appears in 2 contracts
Samples: Merger Agreement (Etoys Inc), Agreement and Plan of Reorganization (Etoys Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent or the Company's stockholders and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New SharesNEW SHARES") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder stockholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder stockholder (and on any voting securities New Shares added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Russo Paul M), Agreement and Plan of Reorganization (Netscape Communications Corp)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent Buyer and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Buyer Parent Common Stock common stock or other equity securities issued or distributed by Parent Buyer (including shares issued upon a stock split) ("New Shares") in respect of Buyer Parent Common Stock common stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Buyer Parent Common Stock common stock which have not been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereofFund. Cash dividends on Buyer Parent Common Stock common stock distributed in respect of Buyer Parent common stock in the Escrow Fund which have not been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereofFund.
(iii) Each Company Shareholder Seller shall have voting rights with respect to the shares of Buyer Parent Common Stock contributed to common stock in the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Buyer Parent Common Stockcommon stock).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Neomagic Corp), Asset Purchase Agreement (Neomagic Corp)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 2 contracts
Samples: Merger Agreement (Goto Com Inc), Agreement and Plan of Reorganization (Goto Com Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which have ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock splitsplit or stock dividend) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder former holder of Series B Preferred Stock and Series D Preferred Stock shall be deemed the record holder of, and shall have voting voting, dividend, distribution and all other rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder shareholder (and on any voting securities and other equity securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Zapworld Com)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which that ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which that have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder shareholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Failure Group Inc)
Protection of Escrow Fund. (i) The Escrow Depositary Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund Period in accordance with the terms of this Agreement and not as the property of Parent or the Surviving Corporation and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock Stock, or other equity securities that, by their terms, are or may be exercisable, convertible, or exchangeable, for or into Parent Common Stock, that are issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- that have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereofFund. New Shares issued in respect of shares of Parent Common Stock which that have been released from the Escrow Fund shall not be added to the Escrow Fund Fund, but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund Fund, but shall be distributed to the record holders thereofof the Parent Common Stock on the record date set for any such dividend at the written direction of Parent, which shall contain all shareholder information required by the Depositary Agent.
(iii) Each Company Shareholder shareholder shall have voting rights with in respect to of the shares of Parent Common Stock contributed to the account of such shareholder within the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock). Notwithstanding the foregoing, the Depositary Agent shall have no duty or obligation to monitor or take any action with respect to the foregoing paragraph.
Appears in 1 contract
Samples: Merger Agreement (Pixelworks Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New SharesNEW SHARES") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder and Contributing Optionholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder or Contributing Optionholder, as the case may be (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Summit Design Inc)
Protection of Escrow Fund. (i) The Escrow Depositary Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity Equity Equivalents securities issued or distributed by Parent (including shares issued upon a stock split) ("New SharesNEW SHARES") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereofFund. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereofof the Parent Common Stock on the record date set for any such dividend.
(iii) Each Company Shareholder shareholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock). Notwithstanding the foregoing, the Depositary Agent shall have no duty or obligation to monitor or take any action with respect to the foregoing paragraph.
Appears in 1 contract
Protection of Escrow Fund. (i) The Escrow Depositary Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity Equity Equivalents securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund Fund, or in the Unexercised Escrow which have not been released from the Unexercised Escrow, shall be added to the Escrow Fund and become a part thereofor the Unexercised Escrow, as the case may be. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends and other taxable property distributions on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereofof the Parent Common Stock on the record date set for any such dividend.
(iii) Each Company Shareholder stockholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by with respect to such Company Shareholder stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Merger Agreement (Broadcom Corp)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereofthereof (or reserved for distribution to the record holders of the assumed Company Option or Company Warrant to which such Parent Common Stock relates). Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder Stockholder shall be shown as the record owner on Parent's books and records, and shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder Stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock)) to the same extent that the Company Stockholder would have enjoyed if the such shares had not been contributed to the Escrow Fund.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Protection of Escrow Fund. (i) The Escrow Depository Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) . Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("“New Shares"”) in respect of shares of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereofFund. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereofthereof in proportion to their respective contributions to the Escrow Fund. Cash dividends (if any) on Parent Common Stock held in the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Fund. Each Company Shareholder shall not have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by on behalf of such Company Shareholder (and or on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock), and such shares shall be counted for the purposes of establishing a quorum and shall be voted on any matter in the same proportion as the votes of all other shares voted on such matter. The parties acknowledge and agree that Parent is the owner of the cash in the Escrow Fund until it is distributed pursuant to Section 8.2(c). All interest and other income earned on the cash shall be added to the Escrow Fund and become part thereof, and shall be treated as earned by Parent for all income tax purposes.
Appears in 1 contract
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent ---------- Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be deposited with the Escrow Agent and added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders distributee thereof. Cash dividends on Parent Common Stock held in the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereofTrust on behalf of Delivered Securityholders in accordance with their respective Beneficial Interests, with the balance delivered to the Transfer Agent for the benefit of Undelivered Securityholders.
(iii) Each Company Shareholder Except as otherwise provided in this Article VIII, the Trust shall have all indicia of ownership, including, without limitation, voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock)) and rights to receive distributions thereon.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Level 8 Systems)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement herewith and not as the property of Parent IEC and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) herewith. Any shares of Parent IEC Common Stock or other equity securities issued or distributed by Parent IEC (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund Shares which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock Escrow Shares which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereofholder of such shares. Cash dividends on Parent IEC Common Stock shall not be added to the Escrow Fund but shall be distributed to the Principal Shareholder. As the record holders thereof.
(iii) Each Company holder of the Escrow Shares, the Escrow Agent shall vote such shares in accordance with the instructions of the Principal Shareholder and shall have voting rights with respect promptly deliver copies of all proxy solicitation materials to the shares of Parent Common Stock contributed to Principal Shareholder. IEC shall show the Escrow Fund by such Company Shareholder (Shares as issued and outstanding on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock)its balance sheet.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Mediaplex Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock splitsplit or stock dividend) ("New Shares") in respect of Parent Common Stock in the ---------- Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder stockholder shall be deemed the record holder of, and shall have voting voting, dividend, distribution and all other rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder stockholder (and on any voting securities and other equity securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Inktomi Corp)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split, stock dividend or recapitalization) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder Stockholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder Stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Merger Agreement (Interwave Communications International LTD)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent NEON and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent NEON Common Stock Shares or other equity securities issued or distributed by Parent NEON (including shares issued upon a stock split) ("New Shares") and any cash dividends distributed by NEON in respect of Parent NEON Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund as of the time of such issuance or distribution by NEON, such New Shares and cash dividends shall be deemed distributed to and received by the Shareholders but such Shareholders have consented that such New Shares and cash dividends shall be added to the Escrow Fund and become a part thereof. New Shares and cash dividends issued in respect of shares of Parent NEON Common Stock which have been released from the Escrow Fund as of the time of such issuance or distribution by NEON shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder shall have voting rights with respect be entitled to control the vote of the shares of Parent NEON Common Stock contributed to the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent NEON Common Stock), and the Escrow Agent in whose name the shares are held shall vote such shares on all matters as instructed in writing by the Shareholder Representative.
Appears in 1 contract
Samples: Share Acquisition Agreement (New Era of Networks Inc)
Protection of Escrow Fund. (i) The Escrow Depositary Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent Acquiror and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Acquiror Common Stock or other equity securities Equity Equivalents issued or distributed by Parent (including shares issued upon a stock split) Acquiror ("New Shares") in respect of Parent Acquiror Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereofFund. New Shares issued in respect of shares of Parent Acquiror Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Acquiror Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereofof the Acquiror Common Stock on the record date set for any such dividend.
(iii) Each Company Shareholder stockholder shall have full voting rights with respect to the shares of Parent Acquiror Common Stock contributed to the Escrow Fund by such Company Shareholder stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Acquiror Common Stock).
Appears in 1 contract
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent Acquiror and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Acquiror Common Stock or other equity securities issued or distributed by Parent Acquiror (including shares issued upon a stock split) ("New Shares") in respect of Parent Acquiror Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Acquiror Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Acquiror Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder shall have voting rights with respect to the shares of Parent Acquiror Common Stock contributed to the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Acquiror Common Stock).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Simplex Solutions Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereofof this ARTICLE X and Section 2.13.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("“New Shares"”) in respect of shares of Parent Common Stock in the Escrow Fund which ---------- that have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereofFund. New Shares issued in respect of shares of Parent Common Stock which that have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends (if any) on shares of Parent Common Stock held in the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereofEscrow Participants in proportion to their respective Escrow Participant Pro Rata Shares.
(iii) Each Company Shareholder At the written request of the Representative, the Escrow Agent shall have voting rights with respect to vote the shares of Parent Common Stock contributed to held in the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock)) in such fashion as the Representative may direct. To the extent the Representative does not provide a written request to the Escrow Agent to vote such shares of Parent Common Stock, the Escrow Agent shall refrain from voting such shares.
Appears in 1 contract
Samples: Merger Agreement (Bazaarvoice Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New SharesNEW SHARES") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock Stock, if any, shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder shall have voting rights and the right to distributions of dividends with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder Shareholders (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock). As the record holder of such shares, the Escrow Agent shall vote such shares in accordance with the instructions of the Shareholders having the beneficial interest therein and shall promptly deliver copies of all proxy solicitation materials to such Shareholders. Parent shall show the Parent Common Stock contributed to the Escrow Fund as issued and outstanding on its balance sheet.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Intraware Inc)
Protection of Escrow Fund. (i) The Escrow Depositary Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent Broadcom and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Broadcom Common Stock or other equity Equity Equivalents securities issued or distributed by Parent (including shares issued upon a stock split) Broadcom ("New Shares") in respect of Parent Broadcom Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereofFund. New Shares issued in respect of shares of Parent Broadcom Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereofTrustee on behalf of the shareholders. Cash dividends on Parent Broadcom Common Stock shall not be added to the Escrow Fund but shall be distributed to the Trustee on behalf of the shareholders who are record holders thereofon the record date set for any such dividend.
(iii) Each Company Shareholder shareholder shall have voting rights with respect to the shares of Parent Broadcom Common Stock contributed to the Escrow Fund by such Company Shareholder shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Broadcom Common Stock).
Appears in 1 contract
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder Stockholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder Stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock). As the record holder of such shares, the Escrow Agent shall vote such shares in accordance with the instructions of the Stockholders having the beneficial interest therein and shall promptly deliver copies of all proxy solicitation materials to such Stockholders.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vitesse Semiconductor Corp)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund Escrow Fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereofCompany Shareholders pro rata according to their respective interests therein.
(iii) Each Company Shareholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Tut Systems Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock Stock, if any, shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder shall have voting rights and the right to distributions of dividends with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder Shareholders (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (E Piphany Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New SharesNEW SHARES") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund as of the time of such issuance or distribution by Parent shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund as of the time of such issuance or distribution by Parent shall not be added to the Escrow Fund but shall be distributed to the recordholders thereof.
(iii) Each Company Shareholder stockholder shall have voting rights with respect be entitled to control the vote of the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock), and the Escrow Agent in whose name the shares are held shall vote such shares on all matters as instructed by the respective stockholders in writing.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Edwards J D & Co)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund the Escrow Fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent Acquiror and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Acquiror Common Stock or other equity securities issued or distributed by Parent Acquiror (including shares issued upon a stock split) ("New Shares") in respect of Parent Acquiror Common Stock in the Escrow Fund which ---------- that have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Acquiror Common Stock which that have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Acquiror Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder shareholder shall have voting rights with respect to the shares of Parent Acquiror Common Stock contributed deposited to the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).or
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Peoplesoft Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder Stockholder shall be shown as the record owner on the Parent's books and records, and shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder Stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Protection of Escrow Fund. (i) The Escrow Agent Depositary shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of the Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity Equity Equivalents securities issued or distributed by the Parent (including shares issued upon a stock split) ("New Shares") in ---------- respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereofFund. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereofformer shareholders of the Company ratably in proportion to their respective contributions to the Escrow Fund.
(iii) Each former shareholder of the Company Shareholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such former shareholder of the Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Merger Agreement (Stamps Com Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent Parent, and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("“New Shares"”) in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash Any and all cash dividends on paid by Parent to the Escrow Agent in respect of Parent Common Stock shall not be added to held in the Escrow Fund but shall be distributed by the Escrow Agent to the record holders thereofthereof as promptly as possible after payment by Parent.
(iii) Each Company Shareholder stockholder shall have voting rights with respect to the shares of Parent Common Stock deemed contributed to the Escrow Fund by such Company Shareholder stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock). In the event that Parent takes any action where such stockholder shall have voting rights, the Escrow Agent shall be responsible for the distribution of proxy materials or any other information distributed to Parent’s stockholders in connection with such action.
Appears in 1 contract
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Periodtheir existence, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder stockholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Network Associates Inc)
Protection of Escrow Fund. (i) 7.2.3.1 For purposes of this Article VII, the Contract Escrow Fund and the Litigation Escrow Fund shall be collectively referred to as the "Escrow Fund."
7.2.3.2 The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) 7.2.3.3 Any shares of Parent MDLI Common Stock or other equity securities issued or distributed by Parent MDLI (including shares issued upon a stock splitsplit or stock dividend) ("New Shares") in respect of Parent MDLI Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent MDLI Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent MDLI Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) 7.2.3.4 Each Company Shareholder shall be deemed the record holder of, and shall have voting voting, dividend, distribution and all other rights with respect to the shares of Parent MDLI Common Stock contributed to the Escrow Fund by such Company Shareholder (and on any voting securities and other equity securities added to the Escrow Fund in respect of such shares of Parent MDLI Common Stock).
Appears in 1 contract
Samples: Reorganization and Merger Agreement (Medicalogic Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which have ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder shareholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Merger Agreement (Cirrus Logic Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent Parent, and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or New Preferred Stock or other equity Equity Equivalents securities issued or distributed by Parent (including shares issued upon a stock split) ("New --- Shares") in respect of Parent Common Stock or New Preferred Stock in the ------ Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereofFund. New Shares issued in respect of shares of Parent Common Stock or New Preferred Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock and New Preferred Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder shall have voting rights with respect to the shares recordholders of Parent Common Stock contributed to and New Preferred Stock on the Escrow Fund by record date set for any such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).dividend. EXECUTION VERSION
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Magma Design Automation Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund and all interest earned on the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder shall be shown as the record owner on the Parent's books and records, and shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Digitalthink Inc)
Protection of Escrow Fund. (ia) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent Buyer and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(iib) Any shares of Parent Buyer Common Stock or other equity securities issued or distributed by Parent Buyer (including shares issued upon a stock split) ("New Shares") in respect of Parent Buyer Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Buyer Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Buyer Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iiic) Each Company Shareholder shall have voting rights and the right to distributions of cash dividends with respect to the shares of Parent Buyer Common Stock contributed to the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Buyer Common Stock). As the record holder of such shares, the Escrow Agent shall vote such shares in accordance with the instructions of the Shareholders having the beneficial interest therein and shall promptly deliver copies of all proxy solicitation materials to such Shareholders.
Appears in 1 contract
Protection of Escrow Fund. (i) The Escrow Depositary Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock Stock, or other equity securities which, by their terms, are or may be exercisable, convertible or exchangeable for or into Parent Common Stock, that are issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereofFund. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund Fund, but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund Fund, but shall be distributed to the record holders thereofof the Parent Common Stock on the record date set for any such dividend.
(iii) Each Company Shareholder stockholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the account of such stockholder within the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder shareholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Summit Design Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent or any Company Stockholder, and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock splitsplit or stock dividend) ("New SharesNEW SHARES") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be deposited with the Escrow Agent and added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder Stockholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder Stockholder (and on any voting securities and other equity securities added to the Escrow Fund in respect of such shares of Parent Common StockCommon).
Appears in 1 contract
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.. 44
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder shall have voting rights and the right to distributions of cash dividends with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock). As the record holder of such shares, the Escrow Agent shall vote such shares in accordance with the instructions of the Shareholders having the beneficial interest therein and shall promptly deliver copies of all proxy solicitation materials to such Shareholders.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Infoseek Corp /De/)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New , stock dividend or recapitalization effected by Parent after the Effective Time)("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder stockholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Storage Computer Corp)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New SharesNEW SHARES") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder Stockholder shall have voting rights and the right to distributions of dividends with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder Stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock). As the record holder of such shares, the Escrow Agent shall vote such shares in accordance with the instructions of the Stockholders having the beneficial interest therein and shall promptly deliver copies of all proxy solicitation materials to such Stockholders.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Probusiness Services Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split, stock dividend or recapitalization) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder stockholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Merger Agreement (Digitalthink Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities and any cash dividends issued or distributed by Parent (including shares issued upon a stock split) ("New SharesNEW SHARES") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund as of the time of such issuance or distribution by Parent shall be added to the Escrow Fund and become a part thereof. New Shares and cash dividends issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund as of the time of such issuance or distribution by Parent shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder shareholder shall have voting rights with respect be entitled to control the vote of the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock), and the Escrow Agent in whose name the shares are held shall vote such shares on all matters as instructed by the respective shareholders in writing.
Appears in 1 contract
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be deposited with the Escrow Agent and added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock held in the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder Except as otherwise provided in this Article VIII, each stockholder shall have all indicia of ownership, including, without limitation, voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock)) and rights to receive distributions thereon.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sanctuary Woods Multimedia Corp)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock splitsplit or stock dividend) ("New Shares") in respect of Parent Common Stock in the ---------- Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder shareholder shall be deemed the record holder of, and shall have voting voting, dividend, distribution and all other rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder shareholder (and on any voting securities and other equity securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Inktomi Corp)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent SCM and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent SCM Common Stock or other equity securities issued or distributed by Parent SCM (including shares issued upon a stock split, stock dividend, recapitalization or other similar event) ("New Shares") in respect of Parent SCM Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent SCM Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent SCM Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder shall be shown as the record owner on SCM's books and records and shall have voting rights with respect to the shares of Parent SCM Common Stock contributed to held in the Escrow Fund by on behalf of such Company Shareholder shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent SCM Common Stock).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (SCM Microsystems Inc)
Protection of Escrow Fund. (i) The Escrow Depositary Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in trust for the shareholders of the Company subject to and in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any Exchangeable Share, shares of Parent Common Stock or other equity Equity Equivalents securities issued or distributed by Acquisition Sub or Parent (including shares issued upon a stock split) (the "New Shares") in respect of shares of Parent Common Stock and Exchangeable Shares in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereofFund. New Shares issued in respect of shares of Parent Common Stock and Exchangeable Shares which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on shares of Parent Common Stock and Exchangeable Shares shall not be added to the Escrow Fund but shall be distributed to the record holders thereofof Parent Common Stock and Exchangeable Shares on the record date set for any such dividend.
(iii) Each Company Shareholder shareholder shall have voting rights with respect to the shares of Parent Common Stock and Exchangeable Shares contributed to the Escrow Fund by such Company Shareholder shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common StockStock and Exchangeable Shares).
Appears in 1 contract
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund as of the time of such issuance or distribution by Parent shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund as of the time of such issuance or distribution by Parent shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on shares of Parent Common Stock shall not be added to the Escrow Fund Fund, but shall be distributed to the record holders thereofof such shares.
(iii) Each Company Shareholder stockholder shall have voting rights with respect be entitled to control the vote of the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock), and the Escrow Agent in whose name the shares are held shall vote such shares on all matters as instructed by the respective stockholders in writing.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Carrier Access Corp)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock dividend or split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be deposited with the Escrow Agent and added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock held in the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder (and on any voting securities New Shares added to the Escrow Fund in respect of such shares of Parent Common StockCommon).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Adept Technology Inc)
Protection of Escrow Fund. (i) The Escrow Depositary Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent Buyer and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) . Any shares of Parent Buyer Common Stock Stock, or other equity securities which, by their terms, are or may be exercisable, convertible or exchangeable for or into Buyer Common Stock, that are issued or distributed by Parent (including shares issued upon a stock split) Buyer ("New Shares") in respect of Parent Buyer Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereofFund. New Shares issued in respect of shares of Parent Buyer Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund Fund, but shall be distributed to the record holders thereof. Cash dividends on Parent Buyer Common Stock shall not be added to the Escrow Fund Fund, but shall be distributed to the record holders thereof.
(iii) of the Buyer Common Stock on the record date set for any such dividend. Each Company Shareholder shall have voting rights with respect to the shares of Parent Buyer Common Stock contributed to the account of such Shareholder within the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Buyer Common Stock).
Appears in 1 contract
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock splitsplit or stock dividend) ("“New Shares"”) in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each holder of the Company Shareholder Common Stock shall be deemed the record holder of, and shall have voting voting, dividend, distribution and all other rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder shareholder (and on any voting securities and other equity securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent Andromedia and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Andromedia Common Stock or other equity securities issued or distributed by Parent Andromedia (including shares issued upon a stock split) ("New Shares") in respect of Parent Andromedia Common Stock in the Escrow ---------- Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Andromedia Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Andromedia Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder shareholder shall have voting rights with respect to the shares of Parent Andromedia Common Stock contributed to the Escrow Fund by such Company Shareholder shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Andromedia Common Stock).
Appears in 1 contract
Samples: Merger Agreement (Andromedia Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent or any Company Stockholder, and shall hold and dispose of the Escrow Fund only in accordance with the terms hereofof this Agreement.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock splitsplit or stock dividend) ("“New Shares"”) in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be deposited with the Escrow Agent and added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder Stockholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder Stockholder (and on any voting securities and other equity securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Merger Agreement (Inktomi Corp)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split, stock dividend or recapitalization effected by Parent after the Effective Time) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder stockholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereofof this ARTICLE VII.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent after the Effective Time (including shares issued upon a stock split) ("New SharesNEW SHARES") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder of the Stockholders shall have voting rights with respect to the shares of Parent Common Stock contributed to and held in the Escrow Fund by such Company Shareholder Stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Brocade Communications Systems Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock splitsplit or stock dividend) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder stockholder shall be deemed the record holder of, and shall have voting voting, dividend, distribution and all other rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder stockholder (and on any voting securities and other equity securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Merger Agreement (Niku Corp)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund and all interest earned on the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder shall be shown as the record owner on the Parent's books and records, and shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock)) .
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder Stockholder (other than Xxxxx Associates Investors) shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder Stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock, Parent Preferred Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock splitsplit or stock dividend) ("New SharesNEW SHARES") in respect of Parent Common Stock or Parent Preferred Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock or Parent Preferred Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock or Parent Preferred Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder shareholder shall be deemed the record holder of, and shall have voting voting, dividend, distribution and all other rights with respect to the shares of Parent Common Stock or Parent Preferred Stock contributed to the Escrow Fund by such Company Shareholder shareholder (and on any voting securities and other equity securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder Principal Stockholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder Stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Rational Software Corp)
Protection of Escrow Fund. (i) The Escrow Depositary Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent Broadcom and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Broadcom Common Stock or other equity Equity Equivalents securities issued or distributed by Parent (including shares issued upon a stock split) Broadcom ("New Shares") in respect of Parent Broadcom Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereofFund. New Shares issued in respect of shares of Parent Broadcom Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Broadcom Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereofof Broadcom Common Stock on the record date set for any such dividend.
(iii) Each Company Shareholder shareholder shall have voting rights with respect to the shares of Parent Broadcom Common Stock contributed to the Escrow Fund by such Company Shareholder shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Broadcom Common Stock).
Appears in 1 contract
Samples: Merger Agreement (Broadcom Corp)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder shall be shown as the record owner on the Parent's books and records and shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).. -45- 50
Appears in 1 contract
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder shall have voting rights and the right to distributions of dividends with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder Shareholders (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock). As the record holder of 47 53 such shares, the Escrow Agent shall vote such shares in accordance with the instructions of the Shareholders having the beneficial interest therein and shall promptly deliver copies of all proxy solicitation materials to such Shareholders. Parent shall show the Parent Common Stock contributed to the Escrow Fund as issued and outstanding on its balance sheet.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Xxxxxx Xxxxxx Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder stockholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Inktomi Corp)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock splitsplit or stock dividend) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been deposited with or released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each former Company Shareholder shareholder shall be deemed the record holder of, and shall have voting voting, dividend, distribution and all other rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder shareholder (and on any voting securities and other equity securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Merger Agreement (Informix Corp)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder shall have voting rights and the right to distributions of cash dividends with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder Shareholders (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock). Parent shall show the Parent Common Stock contributed to the Escrow Fund as issued and outstanding on its balance sheet.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Lynuxworks Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder Stockholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder Stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ibeam Broadcasting Corp)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock dividend or split) ("New SharesNEW SHARES") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be deposited with the Escrow Agent and added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock held in the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder Stockholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder Stockholder (and on any voting securities and other dividends added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Peregrine Systems Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New SharesNEW SHARES") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder Stockholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder Stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cybergold Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("“New Shares"”) in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder Stockholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder Stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New split)("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- ----------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which have ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder Member shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder Member (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Merger Agreement (Tut Systems Inc)
Protection of Escrow Fund. Distribution of Interest from Escrow Fund; --------------------------------------------------------------------- Substitution of Cash. --------------------
(i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund --- ------ which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Series B Shareholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Series B Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Recapitalization and Exchange Offer Agreement (Internet Capital Group Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed currently to the record holders recordholders thereof.
(iii) Each Company Principal Shareholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Principal Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Protection of Escrow Fund. (i) The Escrow Depositary Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity Equity Equivalents securities issued or distributed by Parent (including shares issued upon a stock split) ("New SharesNEW SHARES") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereofFund. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereofof the Parent Common Stock on the record date set for any such dividend.
(iii) Each Company Shareholder stockholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock). Notwithstanding the foregoing, the Depositary Agent shall have no duty or obligation to monitor or take any action with respect to the foregoing paragraph.
Appears in 1 contract
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent Buyer and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Buyer Common Stock or other equity securities issued or distributed by Parent Buyer (including shares issued upon a stock split) ("New Shares") in respect of Parent Buyer Common Stock in the Escrow Fund which have ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Buyer Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Buyer Common Stock Stock, if any, shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder Seller shall have voting rights and the right to distributions of dividends with respect to the shares of Parent Buyer Common Stock contributed to the Escrow Fund by such Company Shareholder Seller (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Buyer Common Stock). As the record holder of such shares, the Escrow Agent shall vote such shares in accordance with the instructions of the Seller having the beneficial interest therein and shall promptly deliver copies of all proxy solicitation materials to Seller. Buyer shall show the Buyer Common Stock contributed to the Escrow Fund as issued and outstanding on its balance sheet.
Appears in 1 contract
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, Period and the Special Escrow Period and shall treat such fund the Escrow Fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent Parent, and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- that have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which that have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock in the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Parent shall notify the Escrow Agent of any changes that will affect the Escrow Fund pursuant to this Section 2(b)(ii).
(iii) Each Company Shareholder Stockholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder Stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Escrow Agreement (Biomira CORP)
Protection of Escrow Fund. (i) The Escrow Depositary Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent Buyer and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) . Any shares of Parent Buyer Common Stock Stock, or other equity securities which, by their terms, are or may be exercisable, convertible or exchangeable for or into Buyer Common Stock, that are issued or distributed by Parent (including shares issued upon a stock split) Buyer ("New Shares") in respect of Parent Buyer Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereofFund. New Shares issued in respect of shares of Parent Buyer Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund Fund, but shall be distributed to the record holders thereof. Cash dividends on Parent Buyer Common Stock in the Escrow Fund shall not be added to the Escrow Fund Fund, but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder of the Buyer Common Stock on the record date set for any such dividend, and each such record holder shall have voting rights with respect to the shares of Parent Buyer Common Stock contributed to in the Escrow Fund that are held of record by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock)holder.
Appears in 1 contract
Samples: Merger Agreement (Channelpoint Inc)
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders recordholders thereof.
(iii) Each Company Shareholder stockholder shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Corsair Communications Inc)
Protection of Escrow Fund. Distribution of Interest from Escrow --------------------------------------------------------------- Fund. ----
(i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
(ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which ---------- have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof.
(iii) Each Company Shareholder The Shareholders shall have voting rights with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Company Shareholder (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Lantronix Inc)
