Release of Retained Escrow. Upon the resolution of Contested -------------------------- Claims as provided for in Section 2.3(b), the Retained Escrow shall be subject to release by the Escrow Agent to Parent and/or to the Holders in accordance with Section 2.3(b), this Section and as otherwise provided for in this Escrow Agreement. The Escrow Agent and Parent shall cause the transfer agent (named in Section 12.4 herein) to transfer to Parent the number of Escrow Shares to be released to Parent pursuant to Section 2.3(b) and reissue certificates for Escrow Shares that are to be either distributed to the Holders pursuant to Section 3.1 or further retained by the Escrow Agent pending the resolution of Contested Claims and/or Prevailing Party Awards. Any Escrow Shares released from escrow to Parent shall be subject to cancellation by Parent without requiring Parent to pay any consideration whatsoever in receipt thereof to Opal or any of the Holders.
Appears in 2 contracts
Samples: Escrow Agreement (Transwitch Corp /De), Escrow Agreement (Transwitch Corp /De)
Release of Retained Escrow. Upon the resolution of Contested -------------------------- Claims as provided for in Section 2.3(b), the Retained Escrow shall be subject to release by the Escrow Agent to Parent and/or to the Holders in accordance with Section 2.3(b), this Section and as otherwise provided for in this Escrow Agreement. The Escrow Agent Agent, Parent and Parent the Indemnification Representative shall cause the transfer agent (named in Section 12.4 herein) Escrow Agent to transfer to Parent the number of Escrow Shares to be released to Parent pursuant to Section 2.3(b) and reissue certificates for transfer the number of Escrow Shares that are to be either distributed to the Holders pursuant to Section 3.1 or further retained by the Escrow Agent pending the resolution of Contested Claims and/or Prevailing Party Awards. Any Escrow Shares released from escrow to Parent shall be subject to cancellation by Parent without requiring Parent to pay any consideration whatsoever in receipt thereof to Opal INT'X.xxx or any of the Holders.
Appears in 2 contracts
Samples: Escrow Agreement (Lionbridge Technologies Inc /De/), Escrow Agreement (Jeanty Roger O)
Release of Retained Escrow. Upon the resolution of Contested -------------------------- Claims as provided for in Section 2.3(b), the Retained Escrow shall be subject to release by the Escrow Agent to Parent and/or to the Holders in accordance with Section 2.3(b), this Section and as otherwise provided for in this Escrow Agreement. The Escrow Agent Agent, Parent and Parent the Indemnification Representative shall cause the transfer agent (named in Section 12.4 herein) to transfer to Parent the number of Escrow Shares to be released to Parent pursuant to Section 2.3(b) and reissue certificates for transfer the number of Escrow Shares that are to be either distributed to the Holders pursuant to Section 3.1 or further retained by the Escrow Agent pending the resolution of Contested Claims and/or Prevailing Party Awards. Any Escrow Shares released from escrow to Parent shall be subject to cancellation by Parent without requiring Parent to pay any consideration whatsoever in receipt thereof to Opal Calogic or any of the Holders.
Appears in 1 contract
Samples: Escrow Agreement (Sipex Corp)