Escrow Shares Clause Samples

Escrow Shares. If any Escrow Shares are deliverable to the Company in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the Company, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers such Escrow Shares to the Company. Until such time as (if at all) the Escrow Shares are required to be delivered in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each Make Good Pledgor; provided that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange.

Escrow Shares. 3.1. GOAM hereby agrees to provide to the Escrow Agent, within three (3) business days after the date hereof, one or more stock certificates representing the number of Escrow Shares, to be held in escrow by the Escrow Agent. Each stock certificate so deposited on behalf of the Stockholders shall be issued in the name of the Escrow Agent, as escrow agent for GOAM and the Stockholders. The Escrow Agent acknowledges and agrees, as transfer agent and registrar for GOAM, to use its best efforts to process such certificates on behalf of GOAM within the foregoing timeframe. The Escrow Shares, as such term is used herein, shall include the initial Escrow Shares deposited by GOAM and the "Additional Escrow Account" as that term is defined in Section 3.2. 3.2. Any and all dividends payable in securities or other distributions of any kind made in respect to the Escrow Shares, except cash dividends which shall be paid directly to each respective Stockholder (the "Additional Escrow Account"), shall be held in escrow pursuant to this Agreement; provided, however, that the Stockholders shall have the voting rights with respect to the Escrow Shares so long as such Escrow Shares are held in escrow. GOAM shall take any and all reasonable and necessary steps to allow the exercise of such voting rights. While the Escrow Shares remain subject to this Agreement, the Stockholders 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. 3.3. The Stockholders shall be responsible for any tax liability and tax reporting obligations attributable to (a) the placement of the Escrow Shares in the Escrow Account and (b) the payment of any dividends, to the extent paid, or other amounts payable to the Stockholders with respect to the Escrow Shares and shall provide the Escrow Agent with executed and completed Internal Revenue Service Forms W-9. 3.4. Except as contemplated hereunder, no Escrow Shares or any beneficial interest therein may be pledged, hypothecated, or permitted to suffer any lien or encumbrance by the Stockholders or Hotpaper, including by operation of law, or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of any Stockholder or Hotpaper, prior to the date the Escrow Agent is required to deliver the Escrow Shares to the Stockholders in accordance with the terms of this Agreement.

Escrow Shares. In connection with each Committed Draw Down Notice, the Company shall have deposited with the Escrow Agent, in accordance with the terms of the Escrow Agreement, and the Escrow Agent shall hold in escrow, a number of Shares equal to at least two times (2x) the value of the amount set forth in the applicable Committed Draw Down Notice (the “Transferred Shares”) based on a per-Share price equal to the closing price of the Company’s Common Shares as of the close of trading on the Trading Day immediately preceding the Committed Draw Down Date. For example, if the amount set forth in a Committed Draw Down Notice is $25,000,000 and the public listing price of the Shares on the Public Listing Date was $10 per Share, then the Company shall transfer at least 5,000,000 Common Shares to the Escrow Agent concurrently with its delivery of such Committed Draw Down Notice in respect of such Committed Draw Down. In addition, during the applicable Committed Draw Down Pricing Period (defined below), the Company may deliver additional Shares to the Purchaser (which additional Shares shall be deemed to be “Transferred Shares” for the applicable Committed Draw Down). On the business day following receipt of a Committed Draw Down Notice, Purchaser shall make payment in the amount set forth in the applicable Committed Draw Down Notice to the Company’s designated account by wire transfer of immediately available funds, provided that the Shares were deposited with the Escrow Agent in accordance with this Section 6.03(b). Notwithstanding the foregoing, with respect to the Committed Draw Down on the First Draw Down Date, the parties acknowledge and agree that maximum number of Shares that the Company shall be required to deposit with the Escrow Agent in satisfaction of this Section 6.03(b) shall be 18,700,000 Shares.” (f) Section 6.03(f) is amended by deleting it in its entirety.

Escrow Shares. 3.1 As soon as practicable following the effective date of the Merger (as defined in the Merger Agreement), the Buyer shall instruct the Exchange Agent to deliver to the Escrow Agent stock certificates, issued in the name of the Escrow Agent or its nominee, Var & Co., representing the Indemnification Escrow Shares, the Identified Contract Shares and the Representative Shares (collectively, the "Escrow Shares") to be held by the Escrow Agent in accordance with the terms of this Agreement. Any securities distributed in respect of any of the Escrow Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent or its nominee, and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account. Such securities shall be considered Escrow Shares for purposes hereof. Any cash dividends or property (other than securities) distributed in respect of the Escrow Shares shall promptly be released by the Escrow Agent to the Exchange Agent for distribution to the Company Stockholders. The Escrow Agent hereby agrees to act with respect to the Escrow Shares as hereinafter set forth. The Indemnification Escrow Shares and the Identified Contract Shares will be retained by the Escrow Agent for safekeeping pursuant to the terms hereof (a) as security for the indemnity obligations of the Company Stockholders under Article VI of the Merger Agreement and (b) to satisfy, in accordance with Section 1.10 of the Merger Agreement, any post-closing adjustment obligations to the Buyer pursuant to Section 1.10 of the Merger Agreement. The Representative Shares will be retained by the Escrow Agent for safekeeping pursuant to the terms hereof for the purpose of securing funds to reimburse the Representative for fees and expenses incurred in connection with the performance of the Representative's obligations under the Merger Agreement and this Agreement. The Escrow Shares are not subject to any transfer restrictions, except for contractual lock up restrictions for which the Escrow Agent shall not be responsible. Any cash held by the Escrow Agent hereunder shall remain uninvested. The Escrow Agent shall be under no obligation to sell any of the Escrow Shares. 3.2 The Representative shall have the right, in his, her or its sole discretion, on behalf of the Company Stockholders, to direct the Escrow Agent in writing as to the exercise of any voting rights pertaining to the Escrow Shares, and the Escrow Agent sh...

Escrow Shares. Escrow Shares" shall have the meaning set forth in Section 1.2(b) of the Agreement.

Escrow Shares. For so long as the Escrow Shares remain in escrow with the Escrow Agent in accordance with the terms of this Agreement, (a) any dividends payable in cash with respect to the Escrow Shares and all voting and other shareholder rights (under law or pursuant to any documentation to which the Company is a party or otherwise bound) applicable to the Escrow Shares shall be paid to and retained by, as applicable, each Stockholder, but any dividends payable in shares or other non-cash property shall be delivered to the Escrow Agent to be held in accordance with the terms of this Agreement, and (b) should the Escrow Agent receive cash dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to each Stockholder and shall not be invested or held for any time longer than is needed to effectively re-route such items to each Stockholder. In the event that the Escrow Agent receives a communication from the Company requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, then such cash or exchanged shares shall be redeposited with the Escrow Agent. Each Stockholder shall be responsible for all of his or her respective taxes resulting from any such conversion or exchange.

Escrow Shares. At the Closing, approximately 11,868 of the PRGX Shares issued on the Closing Date pursuant to Section 2.1(a)(ii) hereof (the "Escrow Shares") shall be issued in the name of the Representative, as nominee and attorney-in-fact for the Seller, which Escrow Shares will be held in escrow together with shares of PRGX deposited in escrow by the parties to the Other Acquisition Agreements, pursuant to the terms of the RCI Agreement and the Indemnity Escrow Agreement by and among PRGI, PRGX, Seller, Owners and the other signatories named therein in the form of Exhibit 2.3 attached hereto (the "Indemnity Escrow Agreement"). The aggregate number of Escrow Shares deposited hereunder and under the Other Acquisition Agreements shall equal the product of (a) the aggregate Purchase Prices under this Agreement and the Other Acquisition Agreements (approximately $43,500,000) multiplied by (b) 20%, divided by the Closing Price.

Escrow Shares. If Escrow Shares are deliverable to the Company in accordance with this Agreement, the Selling Shareholders covenant and agree to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from the Selling Shareholders to the Company. Until such time as (if at all) the Escrow Shares are required to be delivered in accordance with this Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by the Selling Shareholder.

Escrow Shares. Escrow Shares" shall have the meaning specified in Section 3.5 of the Agreement.