Examples of Escrowed Earnout Shares in a sentence
Any indemnification obligations hereunder shall be settled first by recourse against the 7.5% of Escrowed Indemnity Shares which are not Escrowed Earnout Shares and then by recourse on a pro rata basis against First Target Indemnity Shares, Second Target Indemnity Shares and Third Target Indemnity Shares.
Upon such release, Escrowed Indemnity Shares that constitute Transaction Shares shall be delivered to the Company Stockholders in accordance with Section 2.6(c) of the Company Disclosure Statement and the Escrow Agreement; and the Escrowed Indemnity Shares that constitute Escrowed Earnout Shares shall be retained in escrow in accordance with Section 2.8 hereof and the Escrow Agreement.
The Escrow Agreement shall provide that the Escrow Agent shall execute consents in lieu of a stockholders’ meeting with respect to, or vote, the Escrowed Earnout Shares on all matters in the same proportion as the other Transaction Shares not held by the Escrow Agent are so voted or for which consents in lieu of a stockholders’ meeting are so executed.
Each Company Shareholder (other than holders of Dissenting Company Shares) shall be shown as the registered owner of its pro rata portion of the Escrowed Earnout Shares on the books and records of PubCo, as set forth on Section 4.6 of the Company Disclosure Schedules (in respect of each Company Shareholder, its “Pro Rata Portion”), and shall be entitled to exercise voting rights and all share rights with respect to such Escrowed Earnout Shares.
The Escrow Agent agrees to accept the Escrowed Indemnity Shares, Escrowed Earnout Shares and Escrowed Sponsor Earnout Shares (collectively, the “Escrowed Shares”), to maintain the Escrow Accounts, to hold the Escrowed Shares for the benefit of the Company Stockholders and Sponsors pursuant to the terms of this Escrow Agreement, and to otherwise perform the duties of the Escrow Agent expressly set forth in this Escrow Agreement.
In releasing any Escrowed Earnout Shares or Escrowed Sponsor Earnout Shares pursuant to this Article III, the Escrow Agent shall concurrently deliver to the Company Stockholders or Sponsors (as set forth in the applicable release notice) or Parent, as applicable, the corresponding dividends and distributions, if any, paid or made in respect of such delivered shares as set forth in Section 4.1 hereof, to the extent not previously released pursuant thereto.
For example, for purposes of clarity, (x) in the case of a 2-for-1 stock split of Parent Common Stock, the Escrowed Sponsor Earnout Shares shall be increased from 1,250,000 to 2,500,000 and (y) in the case of a 1-for-2 reverse stock split of Parent Common Stock, the Escrowed Earnout Shares shall be reduced from 1,250,000 to 625,000.
Section 2.6(d) of the Company Disclosure Statement sets forth, as of the date hereof, the allocation of Transaction Shares (including the Escrowed Earnout Shares) among all of the holders of Company Stock (the “Company Stockholders”) immediately prior to the Effective Time, after giving effect to the Reorganization Actions (and shall also set forth the allocation of Transaction Shares assuming the shares of Company Series B Preferred Stock are not converted prior to the Effective Time).
The Escrow Agent shall establish on its books an account (the “Escrow Earnout Account”) for which the Escrow Agent shall note the number of Escrowed Earnout Shares and other Escrowed Earnout Property held from time to time by the Escrow Agent pursuant hereto, and the Company Stockholders that beneficially own such Escrowed Earnout Shares and other Escrowed Earnout Property, if any.
Any indemnification obligations hereunder shall be settled first by recourse against the Escrowed Indemnity Shares which are not Escrowed Earnout Shares and then by recourse on a pro rata basis against First Target Indemnity Shares, Second Target Indemnity Shares and Third Target Indemnity Shares.