Shares Placed in Escrow. On the Closing Date, which shall be set forth in a notice to the Escrow Agent, Parent shall deliver to the Escrow Agent, on behalf of the Stockholders, a certificate representing the shares of Parent common stock (par value $.001 per share) ("Common Stock") and Parent Series D preferred stock (par value $.001 per share) (collectively, with the Common Stock, "Parent Capital Stock"), registered in the name of Embassy & Co., as nominee of the Escrow Agent, to be held in escrow in accordance with this Agreement. The shares of Parent Capital Stock being held in escrow pursuant to this Agreement (together with any securities or other property paid or distributed in respect of or in exchange for such Escrow Shares as contemplated by Section 2(c) (the "Escrow Shares") shall constitute an escrow fund (the "Escrow Fund") with respect to the indemnification, compensation and reimbursement obligations of the Stockholders under the Reorganization Agreement. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any Stockholder or of any party hereto. The Escrow Agent agrees to accept delivery of the Escrow Fund and to hold the Escrow Fund in an escrow account (the "Escrow Account"), subject to the terms and conditions of this Agreement.
Shares Placed in Escrow. At the Closing, and in accordance with the Exchange Agreement, the Buyer shall issue and deliver to the transfer agent for the Buyer's Common Stock (the "Transfer Agent") irrevocable instructions to issue to the Escrow Agent a certificate representing 800,000 GreenMan Shares (the "Escrow Shares"), such Shares to be held in escrox xx xxxalf of the Sellers in accordance with this Agreement. Each Seller shall be deemed to be the beneficial owner of that number of Escrow Shares which is set forth opposite such Seller's name on Exhibit A hereto. Exhibit A may be amended from time to time pursuant to the terms of this Agreement. The Escrow Shares shall collectively constitute an escrow fund (the "Escrow Fund") with respect to the indemnification rights of Buyer under the Exchange Agreement. The Escrow Agent agrees to accept delivery of the Escrow Fund and to hold the Escrow Fund in an escrow account (the "Escrow Account"), subject to the terms and conditions of this Agreement.
Shares Placed in Escrow. On the Closing Date, Parent shall issue, and cause to be delivered to the Escrow Agent, that number of Parent Shares (the “Escrowed Shares”) equal to $4,500,000 divided by the IPO Price. Each Company Shareholder shall thereby contribute to the Escrowed Shares, a number of Parent Shares equal to such Company Shareholder’s Proportionate Interest. Although the Escrowed Shares shall be issued to the Escrow Agent or its nominee, all Escrowed Shares shall be held by the Escrow Agent for the benefit of the Company Shareholders. The parties hereto agree that for federal income tax purposes, the Company Shareholders will own the Escrowed Shares as of the Closing Date.
Shares Placed in Escrow. At or as soon as practicable after the Effective Time, which shall be set forth in a written notice by Parent to the Escrow Agent, Parent shall deliver to the Escrow Agent, on behalf and in the name of each Merger Stockholder, a certificate for the shares of Parent Common Stock to be held in escrow in accordance with the Reorganization Agreement and this Agreement. The shares of Parent Common Stock being held in escrow pursuant to this Agreement (the "Escrow Shares") shall constitute an escrow fund (the "Escrow Fund") with respect to the indemnification obligations of the Merger Stockholders under the Reorganization Agreement. The Escrow Fund shall be held as a trust fund for the benefit of the Merger Stockholders and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any Merger Stockholder or of any party hereto. The Escrow Agent agrees to accept delivery of the Escrow Shares and to hold the Escrow Fund in an escrow account (the "Escrow Account"), subject to the terms and conditions of this Agreement.
Shares Placed in Escrow. At or following the Effective Time, in accordance with the Merger Agreement, the Escrow Amount will be deposited by Parent on behalf of the Merger Stockholders with the Escrow Agent. The shares of Parent Common Stock being held in escrow pursuant to this Agreement (the "Escrow Shares") shall collectively constitute an escrow fund (the "Escrow Fund") with respect to the indemnification, compensation and reimbursement rights of Parent and the other Stockholder Indemnified Persons under certain circumstances under the Merger Agreement. The Escrow Agent agrees to accept delivery of the Escrow Fund and to hold the Escrow Fund in an escrow account (the "Escrow Account"), subject to the terms and conditions of this Agreement. The Escrow Agent will maintain for each Merger Stockholder a spreadsheet accounting record (an "Account") specifying the Escrow Shares held for the record of each Merger Stockholder. All Escrow Shares shall be allocated to each Merger Stockholder's Account in accordance with such Merger Stockholder's Pro Rata Share of the Escrow Amount as set forth on Exhibit A.
Shares Placed in Escrow. At the Effective Time, which shall be set forth in a written notice from Parent to the Escrow Agent, Parent shall issue a certificate for the shares of Parent Common Stock to be delivered to the Escrow Agent and held in escrow in accordance with this Agreement. At such time that the shares have been registered under the Securities Act of 1933, as amended, the Company shall certify to the Escrow Agent in writing that it has taken all necessary steps, including with any transfer agent, to effect the removal of any restrictive legends. Such certificate shall be issued in the name of Escrow Agent. As Company Options are
Shares Placed in Escrow. On the Closing Date, Parent shall issue, and cause to be delivered to the Escrow Agent, stock certificate(s) representing that number of Parent Shares (the “Escrowed Shares”) equal to Three Million Dollars ($3,000,000) divided by the IPO Price. Although the Escrowed Shares shall be delivered to the Escrow Agent or its nominee, all Escrowed Shares shall be held by the Escrow Agent for the benefit of the Company Shareholders. The parties hereto agree that for federal income tax purposes, the Company Shareholders will own the Escrowed Shares as of the Closing Date, and the Escrowed Shares shall appear as issued and outstanding on Parent’s financial statements and books and records.
Shares Placed in Escrow. On the Closing Date, Parent shall issue, and cause to be delivered to the Escrow Agent, a stock certificate representing that number of Parent Shares (the “Escrowed Shares”) equal to Seven Million Dollars ($7,000,000.00) divided by the IPO Price, rounded up to the nearest whole number of shares. Although the Escrowed Shares shall be delivered to the Escrow Agent or its nominee, all Escrowed Shares shall be held by the Escrow Agent for the benefit of the Company Shareholders. The parties hereto agree that for federal income tax purposes, the Company Shareholders will own the Escrowed Shares as of the Closing Date.
Shares Placed in Escrow. Upon the execution of the License, and in accordance with the License, the Licensee shall issue and deliver to the transfer agent for the Licensee’s Common Stock (the “Transfer Agent”) irrevocable instructions to issue to the Escrow Agent a certificate representing 500,000 Shares (the “Escrow Shares”), such Shares to be held in escrow on behalf of the Licensor in accordance with this Agreement. The Licensor shall be deemed to be the beneficial owner of that the Escrow Shares. The Escrow Shares shall collectively constitute an escrow fund (the “Escrow Fund”) with respect to the indemnification rights of Licensee under the License. The Escrow Agent agrees to accept delivery of the Escrow Fund and to hold the Escrow Fund in an escrow account (the “Escrow Account”), subject to the terms and conditions of this Agreement.
Shares Placed in Escrow. At the Effective Time, which shall be set forth in a written notice by Parent to Escrow Agent: Parent shall issue and deliver to Escrow Agent certificates for shares of Parent Common Stock registered in the name of "Embassy & Co.," the nominee of the Escrow Agent, representing the amounts with respect to the Escrow Stockholders as set forth on EXHIBIT A hereto (the total number of such Parent Common Stock being placed in escrow at the Effective Time being referred to herein as the "Initial Escrow Shares"), evidencing the shares of Parent Common Stock to be held in escrow in accordance with this Agreement and containing the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN ESCROW AGREEMENT, DATED AS OF ________, 2000, BY AND AMONG QUOKKA SPORTS, INC., A DESIGNATED COMPANY AGENT IDENTIFIED THEREIN AND STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A."
