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. 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. 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 17.3.3. The number of shares of stock to transfer to Aera will be determined by using the average closing share price of Global Green Solutions Inc. for the calendar month before Aera sends a demand for Global Green Solutions Inc. stock. Any shares not needed to pay the Early Termination Fee will be released from escrow to Global Green Solutions Inc. All shares held in escrow will be released to Global Green Solutions Inc. when there are no longer any situations that may require payment of an Early Termination Fee as defined in section 17.3 above. If Global Green Solutions Inc. merges, reincorporates, or otherwise restructures, an equal value of the successor entity’s publicly-traded stock will be substituted for the Global Green Solutions Inc. stock held in escrow for Aera within thirty (30) days of such merger, reincorporation, or other restructuring. AMENDMENT CHANGES TO PROGRAM AGREEMENT
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. (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.
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. (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.
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.
Stock Escrow. If a Mandatory Conversion Event (as defined in the Registration Statement) shall occur prior to the receipt by the Purchaser of a weighted average thirty-five percent (35%) per annum internal rate of return as calculated by the Purchaser on its investment in all of the Purchaser Units (calculated in the case of each such Purchaser Unit from the date of purchase thereof to the date of transfer thereof), taking into account (i) all cash Distributions, as defined the Partnership's Amended Agreement of Limited Partnership dated as of January 1, 1993 (the "Partnership Agreement"), received by the Purchaser with respect to the Purchaser Units, (ii) the amount of net cash proceeds received by the Purchaser from the sale of any Purchaser Units, (iii) the amount of Escrowed Funds received by the Purchaser pursuant to Paragraph 2 of the First Agreement, Paragraph 2 of the Second Agreement and the Distribution Escrow Agreement and (iv) the market value, as determined by the Purchaser in good faith and assuming sale within a period of not more than four (4) weeks, of any stock of Thrucomm which the Purchaser has received pursuant to the Mandatory Conversion Event which may be freely sold by the Purchaser without restriction on the amount or manner of sale under applicable securities laws or agreement (the "Rate of Return"), then each of ICN and the Shareholders shall, immediately upon receipt of any common stock of Thrucomm received upon conversion of Thrucomm's Mandatory Convertible Preferred Stock, Series G (as described in the Registration Statement), deposit such common stock (the "Escrowed Stock"), subject to the options described in Exhibit A attached hereto, and together with stock powers with respect to each share of such Escrowed Stock duly executed in blank, into an escrow account (the "Stock Escrow Account") at a financial institution reasonably acceptable to the Purchaser (the "Stock Escrow Agent"). The Stock Escrow Account shall be established pursuant to an Escrow Agreement in substantially the form of Exhibit B attached hereto (the "Stock Escrow Agreement"), which shall be entered into among the Purchaser, ICN, Thrucomm, the Shareholders and the Stock Escrow Agent prior to the Mandatory Conversion Event.
