Sale of Escrow Shares. The Stockholder Representative, or the --------------------- Stockholders with respect to their individual Stockholder Accounts and acting through the Stockholder Representative, may direct the Escrow Agent to sell, from time to time, any or all of the Escrow Shares at such prices as are commercially reasonable at the time of sale. On a monthly basis, the Escrow Agent shall provide the Stockholder Representative and NDC with a sales report detailing the number of Escrow Shares sold, the date of sale, the aggregate sales price, any associated brokerage fees or expenses, any and all other expenses, and such other information as the Stockholder Representative or NDC shall reasonably request, and shall provide the Stockholder Representative and NDC with a revised schedule as provided in Section 1.2 hereof. The proceeds of such sale or sales, net of any underwriting commissions or brokers fees and all other expenses of sale, shall be applied as follows:
(i) Any and all cash proceeds from the sale of Working Capital Shares shall remain in escrow as part of the Working Capital Escrow Amount and subject to the provisions of this Agreement, except that at the end of each calendar month, if the Aggregate Value of the Working Capital Escrow Amount exceeds 133% of the Aggregate Value of the Escrow Shares as of the date of this Agreement (the "Surplus Working Capital Escrow Amount"), the Escrow Agent shall distribute to the Stockholders that amount in cash or shares of NDC Common Stock equal to their respective Percentage Interest in the Surplus Working Capital Escrow Amount; and
(ii) Any and all cash proceeds from a sale of Indemnification Shares shall remain in escrow as part of the Indemnification Escrow Amount and subject to the provisions of this Agreement, except that at the end of each calendar month, if the Aggregate Value of the Indemnification Escrow Amount exceeds $20,000,000 (the "Surplus Indemnification Escrow Amount"), the Escrow Agent shall distribute to the Stockholders that amount in cash or shares of NDC Common Stock equal to their respective Percentage Interests in the Surplus Indemnification Escrow Amount.
Sale of Escrow Shares. Notwithstanding anything herein to the contrary, the Escrow Agent shall have no duty to sell the Escrow Shares hereunder.
Sale of Escrow Shares. At any time after the expiration of the 270 day or longer period after the Qualifying IPO during which NewCo is restricted from selling shares of common stock of Buyer pursuant to the lock-up agreement entered into by NewCo pursuant to the Transaction Agreement (such period, the “Lock-up Period”), NewCo may instruct the Escrow Agent to sell all or any portion of the Escrow Consideration consisting of CDT Shares for net proceeds in cash of not less than the IPO Price, subject to compliance with the applicable provisions of Rule 144 under the U.S. Securities Act of 1933 as amended (the “Act”), another applicable exemption from registration or pursuant to an effective registration statement covering such shares, provided that such net proceeds are immediately deposited by the Escrow Agent to the appropriate sub-account of the Escrow Account from which the portion of the Escrow Consideration to be sold was withdrawn. NewCo shall be responsible for paying all the expenses of the Escrow Agent and providing such indemnification as the Escrow Agent may reasonably require in connection with any such sale.
Sale of Escrow Shares. Notwithstanding anything else contained in this Escrow Agreement or the Purchase Agreement, the parties hereto agree that the Shareholder Representative, on behalf of BB, has the right to sell the Escrow Shares at any time, subject to applicable securities laws, if any, by providing written instructions to the Escrow Agent, provided that any proceeds from such sales shall be held and distributed by Escrow Agent in accordance with this Escrow Agreement. The Escrow Agent shall provide prior written notice of any such sale to SAB.
Sale of Escrow Shares. Upon completion of the purchase and sale of the Escrow Shares, Able Lead shall be the beneficial and record holder of the Escrow Shares.
Sale of Escrow Shares. The Escrow Agent shall have no duty to sell the Escrow Shares and shall be under no obligation to advise any party regarding the selling or retaining or taking or refraining from any action with respect to the Escrow Shares.
Sale of Escrow Shares. 5.1 PCR agrees that it shall not sell, transfer or convey any of its Escrow Shares to a third party until it first provides all parties to this Agreement with a written acknowledgement of such third party under which it agrees to be bound by the terms and conditions of this Agreement in the same manner as if such third party was an original signatory hereto.
Sale of Escrow Shares. NOT RELEASED PURSUANT TO THIS SECTION 6. After the occurrence of an event described in Sections 6.2, 6.3, and/or 6.4 above, any Escrow Shares that are not released by the Escrow Agent pursuant to those Sections, Shareholder Agent may, upon written instructions from the Shareholders that beneficially own such Escrow Shares, sell such Escrow Shares on behalf of such Shareholders, provided that all proceeds from such sales are retained in the Escrow Account until such time as the underlying Escrow Shares would be eligible for release to the respective Shareholders pursuant to this Agreement. At such time, Escrow Agent shall release the escrowed funds to the proper Shareholders. The Shareholders, Shareholder Agent and Escrow Agent hereby expressly agree that Pubco shall have no direct and/or indirect liability and/or obligations whatsoever (including, but not limited to, indemnification rights and/or obligations provided in Section 7 of this Agreement), and hereby fully discharge and release Pubco from and hereby waive and relinquish, any and all claims, demands, contentions, and causes of action by reason of any matter or thing arising out of or in any way connected with or related to, directly or indirectly, any event relating to a sale of Escrow Shares.
Sale of Escrow Shares. Subject to compliance with the applicable provisions of the Seller's Agreement, the Seller's Representative shall be entitled from time to time in his sole discretion (and without having to obtain the consent or approval of the Purchaser or any other Person) to direct the Escrow Agent to sell all or any number of the Escrow Shares. Upon the Escrow Agent's receipt of written instructions from the Seller's Representative to sell all or any number of the Escrow Shares, the Escrow Agent shall take all actions necessary or appropriate to cause such sale to occur at the earliest practicable date in accordance with such instructions. The net cash proceeds received by the Escrow Agent upon the sale of any Escrow Shares shall remain in escrow and shall be invested (in U.S. dollar-denominated investments) in such manner as may be specified in writing by the Seller's Representative from time to time. (The Escrow Shares, together with the net cash proceeds from any sale of any Escrow Shares effected pursuant to this Section 2 (but excluding any amounts required to be distributed to the Seller's Representative pursuant to Section 3 hereof), shall be referred to in this Agreement as the "Escrow Fund.")
Sale of Escrow Shares. At any time on or after the Distribution Date, in the event that any Escrow Shares remain in the Escrow Account with respect to one or more Unresolved Claims, each Selling Shareholder shall have the right to request that Buyer agree to the release from the Escrow Fund all or any portion of the Escrow Shares remaining in that Selling Shareholder’s Sub-Account for purposes
