Common use of Transfer of Tangram Stock Clause in Contracts

Transfer of Tangram Stock. In consideration of the Employee entering into the Employment Agreement and transferring all right, title and interest in the Wyzdom Stock owned by the Employee, if any, to Axial (which transfer shall be effective as of the Closing Date), Axial hereby agrees to transfer ownership of the Tangram Stock to the Employee as set forth in Exhibit B, attached hereto and incorporated herein by reference, except as otherwise provided for in Section 1(c) below. Employee acknowledges and agrees that, notwithstanding the foregoing, transfer of ownership of the Tangram Stock to the Employee shall be subject to vesting as set forth in Exhibit B. Employee agrees that Axial shall be the beneficial owner of the Tangram Stock until such time as the applicable Tangram Stock has vested. Axial shall cause the Tangram Stock which has vested to be distributed out of the Escrow to the Employee as soon after the one (1) year anniversary of the Closing Date as is practicable; provided that Employee's ownership and receipt of the Tangram Stock shall be subject to (i) all of the terms of the Escrow Agreement, and (ii) any and all applicable laws and regulations, including securities laws and regulations; provided, however that there shall not have occurred any indemnifiable loss or losses, in an aggregate amount exceeding the Threshold Claim Amount for which Axial and Wyzdom have not fully indemnified Buyer.