Common use of Escrow Materials Clause in Contracts

Escrow Materials. (a) At the Post-Closing, the Company shall deposit into escrow with Gottbetter & Partners, LLP, as escrow agent (the "Escrow Agent") the following, which are hereinafter collectively referred to as the "Escrow Materials," (i) the escrow agreement annexed hereto and made a part hereof as EXHIBIT 2.2(A) (the "Escrow Agreement"), (ii) certificates representing Forty One Million (41,000,000) shares of duly issued Company Common Stock, without restriction and freely tradable pursuant to Rule 504 of Regulation D of the Securities Act (the "Company Escrow Shares"), in share denominations specified by the Purchaser, registered in the name of the Purchaser and/or its assigns; and (iii) a power of attorney with respect to the Company Underlying Shares and the Company Escrow Shares, in the form annexed to the Escrow Agreement as Appendix I. At the Post-Closing, upon the Company fulfilling its obligations under this Section 2.2, Escrow Agent shall release to the Company the OS Escrow Shares cancelled in accordance with Section 2.1. The Escrow Materials shall be held in escrow in accordance with the Escrow Agreement. The Escrow Materials shall be released from escrow only in accordance with this Section 2.2, the Purchase Agreement, the Notes, the OS Debentures and the Escrow Agreement. (b) Upon the effectiveness of the Merger and in accordance with Section 2.7 hereof, the Company shall substitute the Company Underlying Shares and the Company Escrow Shares for the OS Underlying Shares and the OS Escrow Shares with regard to all of the rights and obligations, specifically including the conversion rights, under the OS Debentures, and the OS Escrow Shares shall be cancelled.

Escrow Materials. (a) At the Post-Closing, the Company shall deposit into escrow with Gottbetter & Partners, LLP, as escrow agent (the "Escrow Agent") the following, which are hereinafter collectively referred to as the "Escrow Materials," (i) the escrow agreement annexed hereto and made a part hereof as EXHIBIT 2.2(AExhibit 2.2(a) (the "Escrow Agreement"), (ii) certificates representing Forty One Eleven Million Five Hundred Thousand (41,000,00011,500,000) shares of duly issued Company Common Stock, without restriction and freely tradable pursuant to Rule 504 of Regulation D of the Securities Act and Section 3(a)(9) of the Securities Act (the "Company Escrow Shares"), in share denominations specified by the Purchaser, registered in the name of the Purchaser and/or its assigns; and (iii) a power of attorney with respect to the Company Underlying Shares and the Company Escrow Shares, in the form annexed to the Escrow Agreement as Appendix I. At the Post-Closing, upon the Company fulfilling its obligations under this Section 2.2, (i) Escrow Agent shall release to the Company the OS PRCO Escrow Shares cancelled in accordance with Section 2.12.1 and (ii) the escrow agreement (the "PRCO Escrow Agreement"), among the Escrow Agent, the Purchaser and PRCO shall terminate and all materials held under the PRCO under the PRCO Escrow Agreement (except for the PRCO Escrow Shares) shall be held in escrow under the Escrow Agreement and constitute part of the Escrow Materials. The Escrow Materials shall be held in escrow in accordance with the Escrow Agreement. The Escrow Materials shall be released from escrow only in accordance with this Section 2.2, the Purchase Agreement, Agreement the Notes, the OS PRCO Debentures and the Escrow Agreement. (b) Upon the effectiveness of the Merger and in accordance with Section 2.7 hereof, the Company shall substitute the Company Underlying Shares and the Company Escrow Shares for the OS PRCO Underlying Shares and the OS PRCO Escrow Shares with regard to all of the rights and obligations, specifically including the conversion rights, under the OS PRCO Debentures, and the OS PRCO Escrow Shares shall be cancelled.

Escrow Materials. (a) At the Post-Closing, the Company shall deposit into escrow with Gottbetter ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Partners▇▇▇▇▇▇▇▇, LLP, or its successors or assigns, as escrow agent (the "Escrow Agent") the following, which are hereinafter collectively referred to as the "Escrow Materials," (i) the escrow agreement annexed hereto and made a part hereof as EXHIBIT 2.2(A) (the "Escrow Agreement"), (ii) the Company Common Stock Shares, (iii) the Company Debenture, (iv) certificates representing Forty One Ten Million (41,000,00010,000,000) shares of duly issued Company Common Stock, without restriction and freely tradable upon resale pursuant to Rule 504 of Regulation D of the Securities Act (the "Company Escrow Shares"), in share denominations specified by the Purchaser, registered in the name of the Purchaser and/or its assigns; which shares shall be held in escrow for the Company Underlying Shares, and (iiiv) a power of attorney with respect to the Company Debenture, the Company Common Stock, the Company Underlying Shares and the Company Escrow Shares, in the form annexed to the Escrow Agreement as Appendix I. At the Post-Closing, upon the Company fulfilling its obligations under this Section 2.2, Escrow Agent shall release to the Company the OS Escrow Shares cancelled in accordance with Section 2.1. The Escrow Materials shall be held in escrow in accordance with the Escrow Agreement. The Escrow Materials shall be released from escrow only in accordance with this Section 2.2, the Purchase Agreement, the Notes, the OS Debentures 2.2 and the Escrow Agreement. (b) Upon the effectiveness conversion of the Merger and Company Debenture by the holder or holders thereof, in accordance with Section 2.7 hereofthe terms of the Company Debenture, the Company Escrow Agent shall substitute the Company Underlying Shares and release the Company Escrow Shares for to such holder or holders in accordance with the OS Underlying Shares and the OS Escrow Shares with regard to all of the rights and obligations, specifically including the conversion rights, under the OS Debentures, and the OS Escrow Shares shall be cancelledConversion Procedures annexed hereto as EXHIBIT 2.2(B).

Escrow Materials. (a) At the Post-Closing, the Company shall deposit into escrow with Gottbetter & Partners, LLP, as escrow agent (the "Escrow Agent") the following, which are hereinafter collectively referred to as the "Escrow Materials," (i) the escrow agreement annexed hereto and made a part hereof as EXHIBIT 2.2(A) (the "Escrow Agreement"), (ii) certificates representing Forty One Sixty Million (41,000,00060,000,000) shares of duly issued Company Common Stock, without restriction and freely tradable pursuant to Rule 504 of Regulation D of the Securities Act (the "Company Escrow Shares"), in share denominations specified by the Purchaser, registered in the name of the Purchaser and/or its assigns; and (iii) a power of attorney with respect to the Company Underlying Shares and the Company Escrow Shares, in the form annexed to the Escrow Agreement as Appendix I. At the Post-Closing, upon the Company fulfilling its obligations under this Section 2.2, Escrow Agent shall release to the Company the OS ACMI Escrow Shares cancelled in accordance with Section 2.1. The Escrow Materials shall be held in escrow in accordance with the Escrow Agreement. The Escrow Materials shall be released from escrow only in accordance with this Section 2.2, the Purchase Agreement, Agreement the Notes, the OS ACMI Debentures and the Escrow Agreement. (b) Upon the effectiveness of the Merger and in accordance with Section 2.7 hereof, the Company shall substitute the Company Underlying Shares and the Company Escrow Shares for the OS ACMI Underlying Shares and the OS ACMI Escrow Shares with regard to all of the rights and obligations, specifically including the conversion rights, under the OS ACMI Debentures, and the OS ACMI Escrow Shares shall be cancelled.

Escrow Materials. (a) At the Post-Closing, the Company shall ----------------- deposit into escrow with Gottbetter & Partners, LLP, as escrow agent (the "Escrow Agent") the following, which are hereinafter collectively referred to as the "Escrow Materials," (i) the escrow agreement annexed hereto and made a part hereof as EXHIBIT 2.2(A) (the "Escrow Agreement"), (ii) certificates --------------- representing Forty One Ten Million (41,000,00010,000,000) shares of duly issued Company Common Stock, without restriction and freely tradable pursuant to Rule 504 of Regulation D of the Securities Act (the "Company Escrow Shares"), in share denominations specified by the Purchaser, registered in the name of the Purchaser and/or its assigns; and (iii) a power of attorney with respect to the Company Underlying Shares and the Company Escrow Shares, in the form annexed to the Escrow Agreement as Appendix I. At the Post-Closing, upon the Company fulfilling its obligations under this Section 2.2, Escrow Agent shall release to the Company the OS Escrow Shares cancelled in accordance with Section 2.1. The Escrow Materials shall be held in escrow in accordance with the Escrow Agreement. The Escrow Materials shall be released from escrow only in accordance with this Section 2.2, the Purchase Agreement, the Notes, the OS Debentures and the Escrow Agreement. (b) Upon the effectiveness of the Merger and in accordance with Section 2.7 hereof, the Company shall substitute the Company Underlying Shares and the Company Escrow Shares for the OS Underlying Shares and the OS Escrow Shares with regard to all of the rights and obligations, specifically including the conversion rights, under the OS Debentures, and the OS Escrow Shares shall be cancelled.

Escrow Materials. (a) At the Post-Closing, the Company shall deposit into escrow with Gottbetter & Partners, LLP, as escrow agent (the "Escrow Agent") the following, which are hereinafter collectively referred to as the "Escrow Materials," (i) the escrow agreement annexed hereto and made a part hereof as EXHIBIT 2.2(AExhibit 2.2(a) (the "Escrow Agreement"), (ii) certificates representing Forty One Five Million (41,000,0005,000,000) shares of duly issued Company Common Stock, without restriction and freely tradable pursuant to Rule 504 of Regulation D of the Securities Act (the "Company Escrow Shares"), in share denominations specified by the Purchaser, registered in the name of the Purchaser and/or its assigns; and (iii) a power of attorney with respect to the Company Underlying Shares and the Company Escrow Shares, in the form annexed to the Escrow Agreement as Appendix I. At the Post-Closing, upon the Company fulfilling its obligations under this Section 2.2, Escrow Agent shall release to the Company the OS Escrow Shares cancelled in accordance with Section 2.1. The Escrow Materials shall be held in escrow in accordance with the Escrow Agreement. The Escrow Materials shall be released from escrow only in accordance with this Section 2.2, the Purchase Agreement, the NotesNote, the OS Debentures and the Escrow Agreement. (b) Upon the effectiveness of the Merger and in accordance with Section 2.7 hereof, the Company shall substitute the Company Underlying Shares and the Company Escrow Shares for the OS Underlying Shares and the OS Escrow Shares with regard to all of the rights and obligations, specifically including the conversion rights, under the OS Debentures, and the OS Escrow Shares shall be cancelled.

Escrow Materials. (a) At the Post-Closing, the Company shall deposit into escrow with Gottbetter & Partners, LLP, as escrow agent (the "Escrow Agent") the following, which are hereinafter collectively referred to as the "Escrow Materials," (i) the escrow agreement annexed hereto and made a part hereof as EXHIBIT 2.2(AExhibit 2.2(a) (the "Escrow Agreement"), (ii) certificates representing Forty One Thirty Million (41,000,00030,000,000) shares of duly issued Company Common Stock, without restriction and freely tradable pursuant to Rule 504 of Regulation D of the Securities Act (the "Company Escrow Shares"), in share denominations specified by the Purchaser, registered in the name of the Purchaser and/or its assigns; and (iii) a power of attorney with respect to the Company Underlying Shares and the Company Escrow Shares, in the form annexed to the Escrow Agreement as Appendix I. At the Post-Closing, upon the Company fulfilling its obligations under this Section 2.2, Escrow Agent shall release to the Company the OS PRCO Escrow Shares cancelled in accordance with Section 2.1. The Escrow Materials shall be held in escrow in accordance with the Escrow Agreement. The Escrow Materials shall be released from escrow only in accordance with this Section 2.2, the Purchase Agreement, Agreement the Notes, the OS PRCO Debentures and the Escrow Agreement. (b) Upon the effectiveness of the Merger and in accordance with Section 2.7 hereof, the Company shall substitute the Company Underlying Shares and the Company Escrow Shares for the OS PRCO Underlying Shares and the OS PRCO Escrow Shares with regard to all of the rights and obligations, specifically including the conversion rights, under the OS PRCO Debentures, and the OS PRCO Escrow Shares shall be cancelled.

Escrow Materials. (a) At the Post-Closing, the Company shall deposit into escrow with Gottbetter & Partners, LLP, as escrow agent (the "Escrow Agent") the following, which are hereinafter collectively referred to as the "Escrow Materials," (i) the escrow agreement annexed hereto and made a part hereof as EXHIBIT 2.2(AExhibit 2.2(a) (the "Escrow Agreement"), (ii) certificates representing Forty One Fifty Million (41,000,00050,000,000) shares of duly issued Company Common Stock, without restriction and freely tradable pursuant to Rule 504 of Regulation D of the Securities Act (the "Company Escrow Shares"), in share denominations specified by the Purchaser, registered in the name of the Purchaser and/or its assigns; and (iii) a power of attorney with respect to the Company Underlying Shares and the Company Escrow Shares, in the form annexed to the Escrow Agreement as Appendix I. At the Post-Closing, upon the Company fulfilling its obligations under this Section 2.2, Escrow Agent shall release to the Company the OS UPCI Escrow Shares cancelled in accordance with Section 2.1. The Escrow Materials shall be held in escrow in accordance with the Escrow Agreement. The Escrow Materials shall be released from escrow only in accordance with this Section 2.2, the Purchase Agreement, Agreement the Notes, the OS UPCI Debentures and the Escrow Agreement. (b) Upon the effectiveness of the Merger and in accordance with Section 2.7 hereof, the Company shall substitute the Company Underlying Shares and the Company Escrow Shares for the OS UPCI Underlying Shares and the OS UPCI Escrow Shares with regard to all of the rights and obligations, specifically including the conversion rights, under the OS UPCI Debentures, and the OS UPCI Escrow Shares shall be cancelled. (Intentionally left blank).

Escrow Materials. (a) At the Post-Closing, the Company shall deposit into escrow with Gottbetter & Partners, LLP, as escrow agent (the "Escrow Agent") the following, which are hereinafter collectively referred to as the "Escrow Materials," (i) the escrow agreement annexed hereto and made a part hereof as EXHIBIT 2.2(AExhibit 2.2(a) (the "Escrow Agreement"), (ii) certificates representing Forty One Fifty Million (41,000,00050,000,000) shares of duly issued Company Common Stock, without restriction and freely tradable pursuant to Rule 504 of Regulation D of the Securities Act (the "Company Escrow Shares"), in share denominations specified by the Purchaser, registered in the name of the Purchaser and/or its assigns; and (iii) a power of attorney with respect to the Company Underlying Shares and the Company Escrow Shares, in the form annexed to the Escrow Agreement as Appendix I. At the Post-Closing, upon the Company fulfilling its obligations under this Section 2.2, Escrow Agent shall release to the Company the OS BOCI Escrow Shares cancelled in accordance with Section 2.1. The Escrow Materials shall be held in escrow in accordance with the Escrow Agreement. The Escrow Materials shall be released from escrow only in accordance with this Section 2.2, the Purchase Agreement, Agreement the Notes, the OS BOCI Debentures and the Escrow Agreement. (b) Upon the effectiveness of the Merger and in accordance with Section 2.7 hereof, the Company shall substitute the Company Underlying Shares and the Company Escrow Shares for the OS BOCI Underlying Shares and the OS BOCI Escrow Shares with regard to all of the rights and obligations, specifically including the conversion rights, under the OS BOCI Debentures, and the OS BOCI Escrow Shares shall be cancelled.

Escrow Materials. (a) At the Post-Closing, the Company shall deposit into escrow with Gottbetter & Partners, LLP, as escrow agent (the "Escrow Agent") the following, which are hereinafter collectively referred to as the "Escrow Materials," (i) the escrow agreement annexed hereto and made a part hereof as EXHIBIT 2.2(A) (the "Escrow Agreement"), (ii) certificates representing Forty One Twenty Million (41,000,00020,000,000) shares of duly issued Company Common Stock, without restriction and freely tradable pursuant to Rule 504 of Regulation D of the Securities Act and Section 3(a)(9) of the Securities Act (the "Company Escrow Shares"), in share denominations specified by the PurchaserPurchasers, registered in the name of the Purchaser Purchasers and/or its each of their assigns; and (iii) a power of attorney with respect to the Company Underlying Shares and the Company Escrow Shares, in the form annexed to the Escrow Agreement as Appendix I. At the Post-Closing, upon the Company fulfilling its obligations under this Section 2.2, (i) Escrow Agent shall release to the Company the OS PRCO Escrow Shares cancelled in accordance with Section 2.12.1 and (ii) the escrow agreement (the "PRCO Escrow Agreement"), among the Escrow Agent, the Purchasers and PRCO shall terminate and all materials held under the PRCO under the PRCO Escrow Agreement (except for the PRCO Escrow Shares) shall be held in escrow under the Escrow Agreement and constitute part of the Escrow Materials. The Escrow Materials shall be held in escrow in accordance with the Escrow Agreement. The Escrow Materials shall be released from escrow only in accordance with this Section 2.2, the Purchase Agreement, Agreement the Notes, the OS PRCO Debentures and the Escrow Agreement. (b) Upon the effectiveness of the Merger and in accordance with Section 2.7 hereof, the Company shall substitute the Company Underlying Shares and the Company Escrow Shares for the OS PRCO Underlying Shares and the OS PRCO Escrow Shares with regard to all of the rights and obligations, specifically including the conversion rights, under the OS PRCO Debentures, and the OS PRCO Escrow Shares shall be cancelled.

Escrow Materials. (a) At the Post-Closing, the Company shall deposit into escrow with Gottbetter & Partners, LLP, as escrow agent (the "Escrow Agent") the following, which are hereinafter collectively referred to as the "Escrow Materials," (i) the escrow agreement annexed hereto and made a part hereof as EXHIBIT 2.2(AExhibit 2.2(a) (the "Escrow Agreement"), (ii) certificates representing Forty One Fifty Million (41,000,00050,000,000) shares of duly issued Company Common Stock, without restriction and freely tradable pursuant to Rule 504 of Regulation D of the Securities Act (the "Company Escrow Shares"), in share denominations specified by the Purchaser, registered in the name of the Purchaser and/or its assigns; and (iii) a power of attorney with respect to the Company Underlying Shares and the Company Escrow Shares, in the form annexed to the Escrow Agreement as Appendix I. At the Post-Closing, upon the Company fulfilling its obligations under this Section 2.2, Escrow Agent shall release to the Company the OS Escrow Shares cancelled in accordance with Section 2.1. The Escrow Materials shall be held in escrow in accordance with the Escrow Agreement. The Escrow Materials shall be released from escrow only in accordance with this Section 2.2, the Purchase Agreement, the Notes, the OS Debentures 2.2 and the Escrow Agreement. (b) Upon the effectiveness of the Merger and in accordance with Section 2.7 hereof, the Company shall substitute the Company Underlying Shares and the Company Escrow Shares Common Stock for the OS Underlying Shares and the OS Escrow Shares BP Common Stock with regard to all of the rights and obligationsrights, specifically including the conversion rights, under the OS BP Debentures, and the OS Escrow Shares shall be cancelled.