Shares Held in Escrow. Unless and until the Shares of Restricted Stock vest in the manner set forth in Paragraphs 3, 4 or 5, the Shares shall be issued in the name of the Employee and held by the Secretary of the Company as escrow agent (the “Escrow Agent”), and shall not be sold, transferred or otherwise disposed of, and shall not be pledged or otherwise hypothecated. The Company may instruct the transfer agent for its common stock to place a legend on the certificates representing the Shares or otherwise note its records as to the restrictions on transfer set forth in this Agreement and the Plan. The certificate or certificates representing the Shares shall not be delivered by the Escrow Agent to the Employee unless and until the Shares have vested and all other terms and conditions in this Agreement have been satisfied.
Shares Held in Escrow. Unless and until the Shares of Restricted Stock shall have vested in the manner set forth in Paragraphs 3 or 4, such Shares shall be issued in the name of the Grantee and held by the Secretary of the Company (or its designee) as escrow agent (the “Escrow Agent”), and shall not be sold, transferred or otherwise disposed of, and shall not be pledged or otherwise hypothecated. The Company may determine to issue the Shares in book entry form and/or may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records the restrictions on transfer set forth in this Agreement and the Plan. The certificate or certificates representing such Shares shall not be delivered by the Escrow Agent to the Grantee unless and until the Shares have vested and all other terms and conditions in this Agreement have been satisfied.
Shares Held in Escrow. Unless and until the Shares have vested in the manner set forth in paragraphs 4 or 5, such Shares will be issued in the name of the Employee and held by the Secretary of the Company as escrow agent (the “Escrow Agent”), and cannot be sold, transferred or otherwise disposed of, nor pledged or otherwise hypothecated. The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Shares or otherwise note its records as to the restrictions on transfer set forth in this Agreement. The certificate or certificates representing such Shares will not be delivered by the Escrow Agent to the Employee unless and until the Shares have vested and all other terms and conditions in this Agreement have been satisfied.
Shares Held in Escrow. Unless and until the Shares will have vested in the manner set forth in paragraphs 3 through 5, such Shares will be issued in the name of the Employee and held by the Stock Programs Department of the Company (or its designee) as escrow agent (the “Escrow Agent”), and will not be sold, transferred or otherwise disposed of, and will not be pledged or otherwise hypothecated. The Company may determine to issue the Shares in book entry form and/or may instruct the transfer agent for its Common Stock to place a legend on the certificate or certificates representing the Restricted Stock or otherwise note in its records as to the restrictions on transfer set forth in this Agreement and the Plan. The Shares, which may be issued in certificate or book entry form, will not be delivered by the Escrow Agent to the Employee unless and until the Shares have vested and all other terms and conditions in this Agreement have been satisfied.
Shares Held in Escrow. Unless and until the Restricted Shares shall have vested in the manner set forth in Sections 3 or 4 herein, such shares shall be issued in the name of the Outside Director and held by the Secretary of the Company as escrow agent (the “Escrow Agent”), and shall not be sold, transferred, assigned, or otherwise disposed of, and shall not be pledged, alienated, or otherwise hypothecated. The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Shares or otherwise note on its records as to the restrictions on transfer set forth in this Agreement and the Plan. The certificate or certificates representing such shares shall not be delivered by the Escrow Agent to the Outside Director unless and until the shares have vested and all other terms and conditions in this Agreement have been satisfied. The Restricted Shares will be released from escrow as soon as practicable after the shares vest. The Outside Director shall, upon execution of this Agreement, deliver and deposit with the Escrow Agent the share certificates representing the Restricted Shares, together with the Assignment Separate from Certificate (the “Stock Assignment”) duly endorsed in blank, attached hereto as Appendix A. The unvested Restricted Shares and Stock Assignment shall be held by the Escrow Holder until such time as the Restricted Shares vest and are released from escrow.
Shares Held in Escrow. Unless otherwise permitted by the Committee, Restricted Shares shall be held by the Company or its agents in escrow for delivery to the Participant upon the lapse of all risks of forfeiture relating to such Shares (or portions thereof) and the satisfaction of all other conditions, if any, to delivery of such Shares. Delivery of such Shares from escrow shall be in such form and with such further restrictions as the Company may reasonably require as necessary to comply with applicable law. In the event the Participant is determined to be eligible for continued vesting following termination of employment due to Retirement, then, notwithstanding the escrow arrangement, the Committee may allow the participant to surrender to the Company a number of Restricted Shares with a value sufficient to satisfy any withholding tax liability associated with such Retirement eligibility.
Shares Held in Escrow. (a) All Shares of Restricted Stock will, upon execution of this Agreement, be issued in the name of the Participant and delivered and deposited with an Escrow Agent designated by the Company (the “Escrow Agent”) together with the Assignment Separate from Certificate (the “Stock Assignment”) duly endorsed in blank, attached hereto as Exhibit B-1. The Shares of Restricted Stock will be held by the Escrow Agent, and shall not be sold, transferred or otherwise disposed of, and shall not be pledged or otherwise hypothecated, until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider. The unvested Shares of Restricted Stock and the Stock Assignment will be held by the Escrow Agent, pursuant to the Joint Escrow Instructions of the Company and Participant attached as Exhibit B-2 hereto, until such time as the Shares of Restricted Stock vest or are forfeited. The Shares, which may be issued in certificate or book entry form, shall not be delivered by the Escrow Agent to the Participant unless and until the Shares have vested and all other terms and conditions in this Agreement have been satisfied.
(b) The Escrow Agent will not be liable for any act it may do or omit to do with respect to holding the Shares of Restricted Stock in escrow while acting in good faith and in the exercise of its judgment.
(c) Upon Participant’s termination as a Service Provider for any reason, the Escrow Agent, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Shares of Restricted Stock to the Company. Participant hereby appoints the Escrow Agent with full power of substitution, as Participant’s true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares of Restricted Stock to the Company upon such termination.
(d) The Escrow Agent will take all steps necessary to accomplish the transfer of Shares of Restricted Stock to Participant after they vest following Participant’s request that the Escrow Agent do so.
(e) Subject to the terms hereof, Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and t...
Shares Held in Escrow. Within thirty (30) days of the Effective Date and on the Closing Date, each of X. Xxxxxx Xxxxxx and Xxxxxxx X. Xxxxxx shall tender to the Buyer for escrow (the “Share Escrow”) Five Million (5,000,000) shares of the Buyer previously issued to the Seller pursuant to the MIPA (the “Shares”). The Shares shall be released from escrow to Messrs. Xxxxxx within fifteen (15) days of the Company achieving six (6) months of Profitability. In the event the Company does not achieve six (6) months of Profitability within twenty-four (24) months of the date of the Agreement, the Shares shall be cancelled.
Shares Held in Escrow. Until the Vesting Date, the Bank shall hold in escrow all evidence of the Restricted Shares, whether reflected in electronic or book-entry registration shares registered in the name of the Participant, and as soon as practicable after the Vesting Date the Bank shall release from such escrow all evidence of such ownership, but including the Plan’s restrictions on transfer in Section 11.13 thereof.
Shares Held in Escrow. Unless and until the Restricted Shares shall have vested in the manner set forth in paragraph 3 below, such Shares shall be issued in the name of the Employee and held by Xxxxx Xxxxxx as escrow agent (the "Escrow Agent"), and shall not be sold, transferred or otherwise disposed of, and shall not be pledged or otherwise hypothecated. The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Shares or otherwise note its records as to the restrictions on transfer set forth in this Agreement and the Plan. The Employee acknowledges that he or she shall not receive a stock certificate representing the Restricted Shares. Upon vesting of the Restricted Shares, the Company shall instruct its transfer agent to deposit that portion of the Shares which has vested (the "Vested Shares") into the Employee's existing account at Xxxxx Xxxxxx, or such other broker designated by the Company (the "Designated Broker"), subject to payment (through the sale of a portion of the Vested Shares) of all applicable withholding taxes, as described in paragraph 7 below.
