Protection of Escrow Funds. The Escrow Agent shall hold and safeguard the Escrow Funds during their 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 Funds only in accordance with the terms hereof.
Protection of Escrow Funds. The Escrow Agent shall hold and safeguard the Escrow Shares (and any cash proceeds) during the General Escrow Periods, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of FRT and shall hold and dispose of the Escrow Shares (and any cash proceeds) only in accordance with the terms hereof. Cash dividends paid or any shares of FRT Stock or other equity equivalent securities issued or distributed by FRT in respect of FRT Stock in the General Escrow Fund shall not be added to the General Escrow Fund but shall be distributed to the record holders of the FRT Stock on the record date set for any such dividend. Each RedChip Stockholder immediately prior to the Effective Time shall have voting rights with respect to the shares of FRT Stock contributed to the General Escrow Fund by such RedChip Stockholder (and on any voting securities added to the General Escrow Fund in respect of such shares of FRT Stock).
Protection of Escrow Funds. (i) The Escrow Agent shall hold and safeguard the Escrow Fund and, if applicable, the Working Capital Escrow Fund, during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and shall hold and dispose of the Escrow Fund and, if applicable, the Working Capital Escrow Fund, only in accordance with the terms of this Article VIII.
(ii) The Escrow Fund and, if applicable, the Working Capital Escrow Fund, shall be invested in the following temporary investments: (A) any bonds or obligations which as to principal and interest constitute direct obligations of or are guaranteed by the United States of America; (B) commercial paper or finance company paper, including that of any affiliate of the Escrow Agent, which is rated not less than prime-one or A-1 or their equivalents by Xxxxx’x Investor Service, Inc., or Standard & Poor’s Corporation or successors; or (C) shares of any so-called “Money Market Fund” or “Mutual Fund” that has at least eighty-five percent (85%) of its assets invested in investments of the type described in clauses (A) and (B) above, including funds to which the Escrow Agent may be the financial advisor and/or custodian. Any interest paid on such Escrow Fund shall be added to the Escrow Fund and become a part thereof. The Shareholder Representative shall have the right to designate the specific investments. For tax reporting and withholding purposes, each Seller shall be treated as having received and contributed to the Escrow Fund and, if applicable, the Working Capital Escrow Fund, income earned on such Seller’s pro rata portion of the Escrow Fund, and, if applicable, the Working Capital Escrow Fund, and shall be liable and responsible for any Taxes due with respect to such income. In the absence of written instructions of the Representative as set forth above, the Escrow Agent shall invest and reinvest the Escrow Fund and, if applicable, the Working Capital Escrow Fund, in U.S. Bank Money Market Account which is insured by the FDIC.
Protection of Escrow Funds. (i) The Escrow Agent shall hold and safeguard the Escrow Funds 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 AUTC Delaware or the Surviving Corporation or any stockholder and shall hold and dispose of the Escrow Funds only in accordance with the terms hereof.
(ii) Any shares of capital stock or other equity securities issued or distributed by AUTC Delaware (including shares issued upon a stock split) ("NEW SHARES") in respect of any shares of stock in any Escrow Fund which have not been released from the applicable Escrow Fund as of the time of such issuance or distribution by AUTC Delaware shall be added to the applicable Escrow Fund and become a part thereof. Cash dividends on the shares of stock in any Escrow Fund shall not be added to the applicable Escrow Fund but shall be distributed to the recordholders thereof. New Shares issued in respect of shares of stock which have been released from any Escrow Fund as of the time of such issuance or distribution by AUTC Delaware shall not be added to the applicable Escrow Fund but shall be distributed to the recordholders thereof.
(iii) Each stockholder shall be entitled to control the vote of the shares of stock contributed to the applicable Escrow Fund by such stockholder (and on any voting securities added to the applicable Escrow Fund in respect of such shares of stock), and the Escrow Agent in whose name the shares are held shall vote such shares on all matters as instructed by the applicable stockholder in writing.
Protection of Escrow Funds. The Depositary Agent shall hold and safeguard the Escrow Fund (and any cash proceeds) during the Escrow Period, shall treat each 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 (and any cash proceeds) only in accordance with the terms hereof. Any shares of Parent Stock or other equity equivalent securities issued or distributed by Parent ("New Shares") in respect of Parent Stock in the Escrow Fund which have not been released from the Escrow Fund shall be added to the Escrow Fund. New Shares issued in respect of shares of Parent 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 Stock shall not be added to the Escrow Fund but shall be distributed to the record holders of the Parent Stock on the record date set for any such dividend. Each Stockholder immediately prior to the Effective Time shall have voting rights with respect to the shares of Parent Stock contributed to the Escrow Fund by such Stockholder (and on the voting securities added to the Escrow Fund in respect of such shares of Parent Stock).
Protection of Escrow Funds. The Escrow Agent shall hold and safeguard the Escrow Funds during the Escrow Period (or such longer period described in Section 7.3(b) in which funds are retained in the Escrow Funds), shall treat such funds as trust funds in accordance with the terms of this Agreement and shall hold and dispose of the Escrow Funds only in accordance with the terms hereof. The Stockholder Escrow Fund and the Employee Escrow Fund shall be treated as separate and distinct funds by the Escrow Agent, and the funds held in the respective Escrow Funds from time to time shall not be commingled or otherwise combined in any way.
Protection of Escrow Funds. (i) The Escrow Agent shall hold and safeguard the Escrow Funds 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 New Focus and shall hold and dispose of the Escrow Funds only in accordance with the terms hereof.
(ii) Any shares of New Focus Common Stock or other Equity Equivalents securities issued or distributed by New Focus ("New Shares") in respect of New Focus Common Stock in the Escrow Funds which have not been released from the Escrow Funds shall be added to the Escrow Funds. New Shares issued in respect of shares of New Focus Common Stock which have been released from the Escrow Funds shall not be added to the Escrow Funds but shall be distributed to the record holders thereof. Cash dividends on New Focus Common Stock shall not be added to the Escrow Funds but shall be distributed to the record holders of the New Focus Common Stock on the record date set for any such dividend.
(iii) The Company Shareholder shall have voting rights with respect to the shares of New Focus Common Stock contributed to the Escrow Funds by the Company Shareholder (and on any voting securities added to the Escrow Funds in respect of such shares of New Focus Common Stock).
Protection of Escrow Funds. (i) The Escrow Agent shall hold and safeguard the Escrow Funds during the Escrow Period, shall treat each 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 Funds only in accordance with the terms of this Article VII.
(ii) The cash proceeds in the Cash Escrow Fund shall be invested in U.S. Treasury bills with maturities of not more than thirty (30) days and any interest paid on such Escrow Cash Amount shall be added to the Cash Escrow Fund, and become a part thereof. For any period of time before such U.S. Treasury bills can be purchased by the Escrow Agent or after such bills mature, the Escrow Cash Amount shall be invested in a business money market account of the Escrow Agent (or another nationally recognized banking institution) and any interest paid on such Escrow Cash Amount shall be added to the Cash Escrow Fund and become a part thereof. Any interest earned on the proceeds of the Cash Escrow Fund shall be treated as owned by Parent and Parent shall report such interest ("CASH ESCROW INCOME") as income of Parent. The Cash Escrow Income shall be paid by Parent to the Stockholders on a pro rata basis and, for federal income tax purposes, shall be treated as an interest payment from Parent to the Stockholders in respect of the obligation of Parent to pay the Escrow Cash Amount to the Stockholders as additional consideration in the future; provided, however, that for administrative ease, the Cash Escrow Income shall be added to, and become a part of, the Cash Escrow Fund and such amount shall be distributed to the Stockholders in accordance with the terms of this ARTICLE VII.
(iii) 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 SHARES") in respect of Parent Common Stock in the Stock Escrow Fund which have not been released from the Stock Escrow Fund shall be added to the Stock Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Stock Escrow Fund shall not be added to the Stock Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Stock Escrow Fund but shall be distributed to the record holders thereof.
(iv) Each of the Stockholders shall have voting rights with respect to the shar...
Protection of Escrow Funds. (i) The Escrow Agent shall hold and safeguard the Indemnification Fund, Post Indemnification Fund, Base Portion Fund and the -------------- --------------- Earn-Out Fund (together the "Escrow Funds") until such time as all Consideration Shares, New Shares and dividends in respect of either have been distributed out from such Escrow Funds in accordance with Sections 1.7, 6.2 and Art. VII and / or Art. VIII, shall treat such Escrow Funds 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 securities issued or distributed by Parent ("New Shares") or cash dividends in respect of shares of Parent Common Stock in the Escrow Funds which have not been released from the such Escrow Fund shall be added to such Escrow Funds. New Shares issued in respect of or cash dividends on Parent Common Stock which have been released from such Esrow Funds shall not be added to such Escrow Funds but shall be distributed to the record holders thereof.
Protection of Escrow Funds. (i) The Escrow Agent shall hold and safeguard the Escrow Funds 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 Thermage and shall hold and dispose of the Escrow Funds only in accordance with the terms of this Article VIII.
(ii) The Escrow Amount shall be invested in the Escrow Agent’s fund set forth on Schedule 8.2(c)(ii) hereto or such other fund agreed to in writing by the Thermage and Reliant.
(iii) Any interest earned on the cash portion of the Escrow Funds shall be added to the respective Escrow Fund and become a part thereof. The parties hereto agree that, for tax reporting purposes, Thermage shall be the owner of the Escrow Fund until all amounts are distributed in accordance with this Agreement. All interest on or other taxable income, if any, earned from the investment of the Escrow Funds shall be treated for tax purposes as earned by Thermage, and Thermage shall be responsible for any Taxes due with respect to such interest.
