Dividends, Voting and Rights of Ownership. Any cash dividends, ----------------------------------------- dividends payable in property or other distributions of any kind (except for Additional Shares) made in respect of the Escrow Shares shall be distributed currently by Parent to the Holders in accordance with the percentage interests set forth in Exhibit A hereto. The Holders, through the Indemnification Representative, shall have the right to direct the Escrow Agent upon the receipt by the Escrow Agent of at least three days notice in writing as to the exercise of any voting rights pertaining to the Escrow Shares, and the Escrow Agent shall comply with any such written instructions. In the absence of such instructions, the Escrow Agent shall not vote any of the Escrow Shares. Except as otherwise provided herein, the Escrow Agent shall be under no obligation to preserve, protect or exercise voting or other rights in the Escrow Shares, and shall be responsible only for reasonable and customary measures to maintain the physical safekeeping thereof, and otherwise to perform and observe such duties on its part as are expressly set forth in this Agreement, except that it shall, at the written request of the Indemnification Representative given to the Escrow Agent at least three business days prior to the date on which the Escrow Agent is requested therein to take any action, deliver to the Indemnification Representative a proxy or other instrument in the form supplied to it by the Indemnification Representative for voting or otherwise exercising any right of consent with respect to any of the Escrow Shares held by it hereunder, to authorize therein the Indemnification Representatives on behalf of the Holders to exercise such voting or consent authority in respect of the Escrow Shares. The Escrow Agent shall not be responsible for forwarding to any party other than the Indemnification Representative upon proper notice as described above, notifying any party with respect to, or taking any action with respect to, any notice, solicitation or other document or information, written or otherwise, received from Parent or other person with respect to the Escrow Shares, including but not limited to, proxy material, tenders, options, the pendency of calls and maturities and expiration of rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Escrow Agreement, the Holders shall retain and shall be able to exercise all other incidents of ownership of the Escrow Shares that are not...
Dividends, Voting and Rights of Ownership. Except for tax-free ----------------------------------------- dividends paid in stock declared with respect to the Escrow Securities pursuant to Section 305(a) of the Internal Revenue Code of 1986, as amended (the "Code") ("Additional Escrow Securities"), there will be distributed promptly to the Holders any cash dividends or dividends payable in securities or other distributions of any kind made in respect of the Escrow Securities. Each Holder will have voting rights with respect to the Escrow Securities deposited in the Escrow Fund with respect to such Holder so long as such Escrow Securities are held in escrow, and Mpath will take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Securities remain in the Escrow Agent's possession pursuant to this Agreement and the Merger Agreement, the Holders will retain and will be able to exercise all other incidents of ownership of said Escrow Securities which are not inconsistent with the terms and conditions of this Agreement and the Merger Agreement.
Dividends, Voting and Rights of Ownership. Except for tax-free dividends paid in stock declared with respect to the Escrow Shares pursuant to Section 305(a) of the Internal Revenue Code of 1986, as amended (the "Code"), which shall be treated in the manner set forth in Section 1 hereof, any cash dividends, dividends payable in securities or other distributions of any kind made in respect of the Escrow Shares will be distributed currently to the Securityholders and, if distributed to the Escrow Agent, shall promptly be paid over to the Securityholders. Each Securityholder will have voting rights with respect to the Escrow Shares deposited in the Escrow with respect to such Securityholder so long as such Escrow Shares are held in escrow, and Xxxxx shall take all reasonable steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, the Securityholders will retain and will be able to exercise all other incidents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreement. Subject to the rights of Xxxxx and the other members of the Xxxxx Group under the Plan of Reorganization and this Agreement, all beneficial interest in the Escrow Fund shall be the property of the Securityholders from and after the Closing, and Xxxxx shall have no interest therein. None of the rights of the Securityholders hereunder shall be transferable except as otherwise provided by law. Each of the Securityholders shall be obligated for all federal, state or local taxes applicable to such Securityholder's interest in the Escrow Fund.
Dividends, Voting and Rights of Ownership. Any cash dividends paid out of current earnings and profits in respect of the Shareholders Indemnity Shares shall be distributed currently by Parent (or Parent's transfer agent) to the Shareholders and will not be available to satisfy the indemnification obligations of the Shareholders. The Shareholders will have the right to vote the Shareholders Indemnity Shares so long as such Shareholders Indemnity Shares are held in escrow and Parent will take all reasonable steps necessary to allow the exercise of such rights. While the Shareholders Indemnity Shares remain in the Escrow Agent's possession pursuant to this Agreement, the Shareholders will retain and will be able to exercise all incidents of ownership of such shares that are not inconsistent with the terms of this Agreement.
Dividends, Voting and Rights of Ownership. Any cash dividends, dividends payable in property or other distributions of any kind (except for Additional Shares) made in respect of the Escrow Shares shall also be held in escrow ("Escrow Funds") (and, as required under this Escrow Agreement, shall be released from escrow), and for the purposes of this Escrow Agreement, shall constitute part of the "Escrow Shares." Each Holder shall have the right to vote the Escrow Shares held in escrow for the account of such Holder so long as such Escrow Shares are held in escrow. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Escrow Agreement, the Holders shall retain and shall be able to exercise all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions hereof.
Dividends, Voting and Rights of Ownership. Except for dividends paid in shares of Parent stock that are declared and paid with respect to the Escrow Shares or shares of Parent Common Stock issued with respect to Escrow Shares and resulting from a stock split or subdivision ("ADDITIONAL ESCROW SHARES"), any cash dividends, dividends payable in securities or other distributions of any kind made or paid in respect of the Escrow Shares shall be distributed currently by Parent to each Company Shareholder. The Company Shareholder shall have the right to vote the Escrow Shares deposited in the Escrow Account for the account of such Company Shareholder so long as such Escrow Shares are held in escrow, and Parent shall take all reasonable steps necessary to allow the exercise of such rights. So long as the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement and have not been canceled as provided herein or repurchased by Parent, the Company Shareholder shall retain and shall be able to exercise voting rights with respect to such Escrow Shares and all other incidents of ownership of said Escrow Shares that are not inconsistent with the terms and conditions of this Agreement. Parent and the Company Shareholders will arrange for the payment of dividends and the delivery of proxies and other notices among themselves, and the Escrow Agent need not be involved.
Dividends, Voting and Rights of Ownership. Any cash dividends, dividends payable in property or other distributions of any kind (except for Additional Shares) made in respect of the Escrow Shares shall be distributed currently by Parent directly to the Holders on a pro rata basis. Each Holder shall have the right to vote the Escrow Shares held in escrow for the account of such Holder so long as such Escrow Shares are held in escrow, and Parent and the Escrow Agent shall take all steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Escrow Agreement, the Holders shall retain and shall be able to exercise all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions hereof. Any income tax reporting required with respect to dividends paid on the Escrow Shares shall be the responsibility of Parent.
Dividends, Voting and Rights of Ownership. Except for tax-free dividends paid in stock declared with respect to shares of Bridgeline Common Stock included in the Escrowed Stock pursuant to Section 305(a) of the Internal Revenue Code of 1986, as amended (the "Code") ("Additional Escrowed Stock"), there will be distributed promptly to the Shareholder any cash dividends or dividends payable in securities or other distributions of any kind made in respect of the Escrowed Stock. The Shareholder will have voting rights with respect to the Escrowed Stock so long as such Escrowed Stock is held in escrow, and Buyer will take all reasonable steps necessary to allow the exercise of such rights. While the Escrowed Stock remains in the Escrow Agent's possession pursuant to this Escrow Agreement and the Agreement, the Shareholder will retain and will be able to exercise all other incidents of ownership of said Escrowed Stock which are not inconsistent with the terms and conditions of this Escrow Agreement and the Agreement.
Dividends, Voting and Rights of Ownership. Except for dividends paid in shares of Microfield stock that are declared and paid with respect to the Escrow Shares or shares of Microfield Common Stock issued with respect to Escrow Shares and resulting from a stock split or other subdivision ("ADDITIONAL ESCROW SHARES"), any cash dividends, dividends payable in securities or other distributions of any kind made or paid in respect of the Escrow Shares shall be distributed by Microfield to each Shareholder at the time of such dividend or other distribution. Each Shareholder shall have the right to vote the Escrow Shares deposited in the Escrow Account for the account of such Shareholder so long as such Escrow Shares are held in escrow and not the subject of a Claim, and Microfield shall take all reasonable steps necessary to allow the exercise of such rights. So long as the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement and have not been canceled as provided herein or repurchased by Microfield AND ARE NOT THE SUBJECT OF A CLAIM, the Shareholders shall retain and shall be able to exercise voting rights with respect to such Escrow Shares and all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions of this
Dividends, Voting and Rights of Ownership. Any cash ----------------------------------------- dividends, dividends payable in property or other distributions of any kind (except for Additional Shares) made in respect of the Escrow Shares shall be distributed currently by Cambridge to the Holders on a pro rata basis. Each Holder shall have the right to vote the Escrow Shares held in escrow for the account of such Holder so long as such Escrow Shares are held in escrow, and Cambridge and the Custodian, but only as directed in writing by Cambridge, shall take all steps necessary to allow the exercise of such rights. While the Escrow Shares remain in the Custodian's possession pursuant to this Escrow Agreement, the Holders shall retain and shall be able to exercise all other incidents of ownership of the Escrow Shares that are not inconsistent with the terms and conditions hereof.
