Stock Escrow. (i) At Closing, as contemplated by Section 2(a)(i), the Turecamo Stockholders shall deposit an aggregate of 8,448 shares of Xxxxx Enterprises Common Stock (allocated among the Turecamo Stockholders as set forth on Schedule 1) (collectively, the "ESCROW SHARES") into an escrow account (the "STOCK ESCROW ACCOUNT") maintained with the Escrow Agent. Such Escrow Shares will be held for, and dividends distributed on such Escrow Shares will be paid to the Escrow Agent for distribution to, the Turecamo Stockholders (or, if applicable, Xxxxx Enterprises) as specified in a stock escrow agreement substantially in the form of Exhibit A hereto (the "STOCK ESCROW AGREEMENT") to be executed by Xxxxx Enterprises, the Turecamo Stockholders and the Escrow Agent. The Turecamo Stockholders as to whom Escrow Shares have been placed into escrow (the "EARNOUT HOLDERS") shall be entitled to voting rights with respect to the Escrow Shares while they are held in escrow.
(ii) The Earnout Holders will have the right to receive the Escrow Shares out of escrow if, when and to the extent that the cumulative consolidated "EBITDA" (consolidated earnings before interest, taxes, depreciation and amortization of Xxxxx Enterprises and its Subsidiaries, as set forth on the audited financial statements of Xxxxx Enterprises and its Subsidiaries during the applicable period (which financial statements shall be prepared in accordance with GAAP, consistently applied; provided that EBITDA, for purposes of this Section 2(g)(ii), shall be calculated based upon Xxxxx'x accounting practices as in effect on December 31, 1997), excluding the impact of any extraordinary items as defined by GAAP) of Xxxxx Enterprises and its Subsidiaries exceeds certain thresholds for the five full fiscal years ending December 31, 2002 (including, for the period beginning January 1, 1998 through the Closing Date, the combined EBITDA of Xxxxx and its Subsidiaries and the Turecamo Entities (after excluding the operations related to the Balance Sheet Distributions on a pro forma basis for such period)) (the "EARNOUT PERIOD"). The cumulative EBITDA thresholds set forth in Section 2(g)(iii) below shall be subject to further adjustment, as set forth in Section 7(c)(ii). In connection with the foregoing:
(A) As soon as available and in any event within 90 days after the close of its fiscal year ending December 31, 1998, Xxxxx Enterprises shall prepare and deliver to the Turecamo Stockholders audited financial statements of Xxxxx E...
Stock Escrow. Within ten Business Days of the Closing Date, Acquiror shall cause the Stock Escrow to be deposited with the Escrow Agent, with individual certificates in the name of each Company Stockholder evidencing the shares of Stock Escrow allocated to each Company Stockholder in the Spreadsheet.
Stock Escrow. Subject to Section 1.2, Seller shall be entitled to receive that number of shares of Parent Common Stock equal to $326,923 divided by the Per Share Value (as defined in the Asset Purchase Agreement), determined as of the Closing Date; provided, however, that, as set forth in the Escrow Agreement, $192,308 of such amount of Parent Common Stock (the "ESCROWED SHARES") shall be deposited into an escrow account and paid or distributed therefrom in accordance with the Escrow Agreement.
Stock Escrow. Within ten (10) days of the last Party signing this First Amendment, Global Green Solutions Inc. will place twenty million shares (20,000,000) of the same class and type of stock as is currently publicly traded into escrow with Aera’s name as beneficial owner. Within three (3) calendar days of the stock shares being placed into escrow for the benefit of Aera, Global Green Solutions Inc. will (1) provide Aera with copies of the stock shares or certificates placed into escrow for Aera’s benefit, and (2) notify Aera where such stock shares or certificates are being held in escrow. Aera shall have the right to inspect the escrowed stock shares at any time during reasonable business hours. The stock shares will be restricted for six (6) months from the date the escrowed shares are issued. The stock shares will only be distributed to Aera if Greensteam fails to timely pay the Early Termination Fee and Aera exercises any of the options contained in Sections 17.3.1, 17.3.2, and 17.3.
Stock Escrow. In lieu of the personal guaranty of the principals of Tenant, Landlord agrees to accept as an additional Deposit 50,000 shares of unrestricted common stock in Tenant, which shall be held by Landlord in escrow, together with appropriate stock power(s) to apply as Deposit funds are permitted to be applied by Landlord under the Lease, provided, however, that Landlord agrees not to liquidate said stock unless and until the cash Deposit provided by Tenant has been exhausted. Notwithstanding anything in the Lease to the contrary, after Tenant has consistently performed all of its monetary obligations under the Lease for a period of two (2) consecutive years beginning May 15, 1999, Landlord agrees to reduce the Deposit by returning to Tenant the 50,000 shares of stock and one-half of the initial Deposit, or $20,625.00.
Stock Escrow. 6.1. The Seller agrees to abide by the "private placement" exemption regulations for US security law purposes and in particular acknowledges that the Consideration Stock will be subject to sale restrictions for a minimum period of 12 months following Completion and that it is not acquiring the Consideration Stock with a view towards its distribution to third parties. The Seller agrees that the Consideration Stock shall not be sold, distributed or otherwise transferred except in accordance with a sale under Rule 144 of the United States securities laws. In any event no shares of Consideration Stock that are "Restricted Securities" within the meaning of Rule 144 shall be distributed or otherwise transferred to any of the Seller's shareholders.
6.2. The certificates representing the Consideration Stock issued in the name of the Seller shall be delivered to the Stock Escrow Agent and held in the Stock Escrow subject to adjustment based on:
6.2.1. any reduction or increase of the Consideration Stock pursuant to SCHEDULE 5; and
6.2.2. any claims agreed or finally determined under the Warranties or the Tax Deed pursuant to the Tax Deed but not otherwise;
6.3. For the purposes of any set-off under the Stock Escrow, the Consideration Stock shall be valued at the higher of the Issue Price and the average closing price of the Stock during the 14 days preceding the date of the relevant determination under SCHEDULE 5 or (as the case may be) the date of settlement of any claim.
6.4. All of the Consideration Stock less any amounts deducted under the terms of this clause shall be held in the Stock Escrow and released on the Release Date by transfer of the Consideration Stock to the Seller.
6.5. If any claim under the Warranties remains outstanding on the Release Date, Consideration Stock to a value equal to the amount of the claim shall be retained in the Stock Escrow until the matter has been finally determined by a court of competent jurisdiction and for these purposes the Consideration Stock to be retained within the Stock Escrow shall be valued by the Buyer's Accountants (acting as experts and not arbitrators) at the higher of the Issue Price and the average closing price of the Stock during the 14 days preceding the Release Date.
6.6. The Stock Escrow arrangements will be structured in such a way that the Stock Escrow Agent, on behalf of the Seller shall be free to exchange the Consideration Stock held in the Stock Escrow upon the take-over of the Buyer for stock in ...
Stock Escrow. (a) As partial consideration for the sale, assignment, transfer, conveyance, grant and delivery by Exxxxxx of the Assets, the other rights and licenses granted by Exxxxxx hereunder, and the covenants, agreements and releases made by Exxxxxx, all to or in favor of Sangamo, and in addition to assuming the Assumed Liabilities, Sangamo shall issue and deliver to Exxxxxx 1,000,000 shares of Common Stock (the “Shares”) as follows: On the Signing Date, Sangamo shall deposit the Shares into the Escrow Account, to be held and distributed by the Escrow Agent to Exxxxxx on the Closing Date in accordance with the terms of the Escrow Agreement.
(b) Exxxxxx understands that the Shares issued pursuant to Section 5.1(a) will not have been registered under the Securities Act nor qualified under the blue sky laws of any state, and that the Shares are being offered and sold to Exxxxxx pursuant to an exemption from such registration and qualification based in part upon the representations of Exxxxxx contained herein. Exxxxxx acknowledges the certificate representing the shares shall contain an appropriate legend regarding the foregoing. Exxxxxx acknowledges and agrees with Sangamo that it is acquiring the Shares for investment for its own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof in violation of applicable securities laws.
(c) Exxxxxx represents and warrants to Sangamo that it is an “accredited investor,” as defined in Rule 501 under the Securities Act, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment such as the Shares.
(d) Exxxxxx acknowledges to Sangamo that it is fully aware of the applicable transfer restrictions of the Shares. Exxxxxx understands that there are substantial risks pertaining to the making of an investment in the Shares hereunder.
Stock Escrow. The Stock Escrow Amount and the Holdback Stock (plus any additional Parent Common Stock as may be issued upon any stock split, stock dividends or recapitalization effected by Parent after the Closing) shall be deposited with Citibank, N.A. (or, in the event the parties cannot in good faith reach terms with such party, another financial institution mutually and reasonably agreed upon), as escrow agent (the “Escrow Agent”), to be held, administered, sold and distributed in accordance with the terms of an escrow agreement to be mutually and reasonably determined in good faith by the parties and the Escrow Agent (the “Escrow Agreement”).
Stock Escrow. The parties acknowledge and agree that the number of Dauphin shares to be exchanged and transferred hereunder has been determined by the parties through their mutual best estimate of the present value of the Shares and Company operations as of the date of this Agreement and based upon operational, financial and other information regarding the Shares and Company operations now available, and the parties further acknowledge and agree that much of the estimated value of the Shares and Company operations is based upon projected future earnings. In as much as future earnings are unknown, the valuation of the Shares and Company operations on a current or short term basis is difficult, if not impossible, to determine. The parties, therefore, agree that 105,000 of the voting common shares of stock in Dauphin to be issued in exchange for the Shares shall be retained in escrow and subject to release as provided by the Escrow Agreement, the terms and conditions of which are incorporated and made a part of this Agreement. The parties shall execute and deliver at Closing the Escrow Agreement incorporating the terms and conditions of this Section 2.2 and designating Paul Bunnell as the escrow axxxx xxxxxxxxer.
Stock Escrow
