Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof.
Protection of Escrow Fund. 7.2.3.1. The Escrow Agent will hold and safeguard the Escrow Fund during the Escrow Period, will treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and will hold and dispose of the Escrow Fund only in accordance with the terms hereof.
Protection of Escrow Fund. Distribution of Interest from Escrow --------------------------------------------------------------- Fund. ----
Protection of Escrow Fund. The Escrow Agent shall hold and ------------------------- safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof. All income earned on the cash in the Escrow Fund, if any, shall become part of, and be held as an additional portion of the Escrow Fund in proportion to each applicable stockholder's Pro Rata Escrow Basis, subject to the tax distribution authorized below. It is expressly agreed and understood that the Escrow Fund shall, until distributed pursuant to the terms of this Agreement or the Escrow Agreement, constitute assets of the Parent for tax purposes, provided, however, that the Escrow Agent shall not distribute any amounts from the Escrow Fund except as expressly provided in this Agreement or the Escrow Agreement or pursuant to any final and nonappealable order of a court of competent jurisdiction with respect to payment. Accordingly, for tax purposes, the assets and all earnings on the assets shall be considered owned by the Parent until distributed pursuant to the terms of this Agreement or the Escrow Agreement, and reported as such for all tax reporting purposes. Interest shall accrue on Parent's obligation to Company stockholders under the Escrow Fund arrangement at a rate equal to the rate at which interest is earned on the amounts in escrow. Parent will report such accrued interest to the Company stockholders as required by income tax reporting rules (including the original issue discount rules). The Escrow Agent is hereby directed to pay to the Company stockholders out of the Escrow Fund, as soon as reasonably practicable following the reporting of such accrued interest to such Company stockholders, a tax distribution equal to 40% of the amounts reported to Company stockholders. Within 30 days after the Closing Date, the Stockholder Representative shall deliver to Parent a properly executed, valid IRS Form W-8 or W-9 and such other tax reporting documents that the Parent may reasonably request, for each Company stockholder.
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Parent and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof. (ii) Any shares of Parent Common Stock or other equity securities issued or distributed by Parent (including shares issued upon a stock split) ("New Shares") in respect of Parent Common Stock in the Escrow Fund which have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. New Shares issued in respect of shares of Parent Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. Cash dividends on Parent Common Stock shall not be added to the Escrow Fund but shall be distributed to the record holders thereof. (iii) Each Shareholder shall have voting rights and the right to distributions of dividends with respect to the shares of Parent Common Stock contributed to the Escrow Fund by such Shareholders (and on any voting securities added to the Escrow Fund in respect of such shares of Parent Common Stock). As the record holder of 47 53 such shares, the Escrow Agent shall vote such shares in accordance with the instructions of the Shareholders having the beneficial interest therein and shall promptly deliver copies of all proxy solicitation materials to such Shareholders. Parent shall show the Parent Common Stock contributed to the Escrow Fund as issued and outstanding on its balance sheet. (d)
Protection of Escrow Fund. The Escrow Agent shall hold and invest the Escrow Fund in accordance with the terms and conditions of the Escrow Agreement.
Protection of Escrow Fund. (i) The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof. All income earned on the cash in the Escrow Fund, if any, shall become part of, and be held as an additional portion of the Escrow Fund in proportion to each Pathlore Stockholder’s original share of the Escrow Fund. The parties hereto agree that the Pathlore Stockholders, based on each Pathlore Stockholder’s Proportionate Interest, shall be the owners of any cash contained in the Escrow Fund, and that all interest on or other taxable income, if any, earned from the investment of cash contained in the Escrow Fund shall be treated for Tax purposes as earned by such Pathlore Stockholder. At the end of each calendar year, an amount equal to the income earned from the investment of cash contained in the Escrow Fund for the preceding taxable year (or portion thereof) shall be distributed to the Pathlore Stockholders in proportion to each applicable stockholder’s Proportionate Interest.
Protection of Escrow Fund. The Depositary Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of Buyer and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof. Any shares of Buyer Common Stock, or other securities which, by their terms, are or may be exercisable, convertible or exchangeable for or into Buyer Common Stock, that are issued or distributed by Buyer ("New Shares") in respect of Buyer Common Stock in the Escrow Fund which have not been released from the Escrow Fund shall be added to the Escrow Fund. New Shares issued in respect of shares of Buyer Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund, but shall be distributed to the record holders thereof. Cash dividends on Buyer Common Stock shall not be added to the Escrow Fund, but shall be distributed to the record holders of the Buyer Common Stock on the record date set for any such dividend. Each Shareholder shall have voting rights with respect to the shares of Buyer Common Stock contributed to the account of such Shareholder within the Escrow Fund (and on any voting securities added to the Escrow Fund in respect of such shares of Buyer Common Stock).
Protection of Escrow Fund. Distribution of
Protection of Escrow Fund. The Escrow Agent shall hold and safeguard the Escrow Shares so long as such shares remain in the Escrow Fund, in accordance with the terms of this Agreement and not as the property of Optionor, and shall hold and dispose of the Escrow Shares only in accordance with the terms hereof.
