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. Ten percent (10%) of the Parent Merger Shares, rounded up to the nearest whole share (the "ESCROW SHARES") will be deposited and held in escrow (the "Escrow") in accordance with the Escrow Agreement attached as EXHIBIT 2.2 (the "ESCROW AGREEMENT") as the sole source of indemnification payments that may become due to Parent pursuant to Article X (except with respect to breaches of Section 3.2 and Article IV(a) and (b); and as otherwise limited by Section 8.10) provided that the aggregate liability of any single stockholder for indemnification obligations pursuant to Article X of this Agreement shall be equal to a dollar amount equal to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by or on behalf of such stockholder; and provided, further, that each HT stockholder shall be jointly and severally liable beyond such holder's allocable portion of the Escrow Shares solely in respect of any breach by such stockholder of any representation or warranty contained in a Letter of Transmittal (as defined in Section 2.4 below) delivered by such stockholder. The Escrow Shares will be withheld on a pro rata basis among the holders of the Outstanding HT Shares based on the number of Parent Merger Shares issuable at the closing to such holders. The exact number of Escrow Shares held for the account of each HT stockholder will be determined at the Closing by the agreement in writing of Parent and HT. The delivery of the Escrow Shares will be made on behalf of the holders of the Outstanding HT Shares in accordance with the provisions hereof, with the same force and effect as if such shares had been delivered by Parent directly to such holders and subsequently delivered by such holders to the Escrow Agent. The adoption of this Agreement by the stockholders of HT will also constitute their approval of the terms and provisions of the Escrow Agreement, including, without limitation, the appointment of the Stockholder as the Indemnification Representative (as defined in the Escrow Agreement), which is an integral term of the Merger.
Escrow Shares. At the Closing, approximately 2,962 of the PRGX Shares issued on the Closing Date pursuant to Section 2.1(a)(ii) hereof (the "Escrow Shares") shall be issued in -5- 6 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 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. (a) The number of shares which is equal to (i) ten percent (10%) of the Total TranSwitch Merger Shares to be issued at the Closing plus (ii) 10% of $20,000,000 divided by the TranSwitch Average Closing Price (in each case, rounded up to the nearest number of whole shares for each holder) (the "Indemnification Escrow Shares") will be deposited and held in ----------------------------- escrow in accordance with an Escrow Agreement in the form attached as Exhibit 2.2 with such changes as may be agreed to by TranSwitch, Onex and the Escrow Agent (the "Escrow Agreement") as the sole source of indemnification payments ----------------- that may become due to TranSwitch pursuant to Article X. The Escrow Shares will be withheld on a pro rata basis from among the holders of the Outstanding Onex Shares based on the amount of the Total TranSwitch Merger Consideration received by each holder at the Closing. The exact number of Escrow Shares held for the account of each Onex stockholder will be determined at the Closing by the agreement in writing of TranSwitch and Onex consistent with the provisions of this Section 2.7 and the terms of the Escrow Agreement. The delivery of the Escrow Shares will be made on behalf of the holders of the Outstanding Onex Shares in accordance with the provisions hereof, with the same force and effect as if such shares had been delivered by TranSwitch directly to such holders and subsequently delivered by such holders to the Escrow Agent. The adoption of this Agreement by stockholders of Onex will also constitute their approval of the terms and provisions of the Escrow Agreement, which is an integral term of the Merger.
Escrow Shares. Escrow Shares" shall have the meaning specified in Section 3.5 of the Agreement.
Escrow Shares. Escrow Shares" shall have the meaning set forth in Section 1.2(b) of the Agreement.
Escrow Shares. (a) Simultaneously with the execution and delivery of this Agreement, Parent shall have deposited in escrow 2,250,000 shares of the common stock of Parent (the “Escrow Shares”) with the Escrow Agent. The Escrow Agent hereby acknowledges receipt of the Escrow Shares and shall hold the Escrow Shares as a book-entry position registered in the name of “Continental Stock Transfer & Trust Company as Escrow Agent”.
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. On 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 a stock certificate, issued in the name of the Escrow Agent or its nominee, Var & Co., representing 406,250 shares of Common Stock, $0.01 par value per share (the "Common Stock"), of the Buyer (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 Escrow Shares will be retained by the Escrow Agent for safekeeping pursuant to the terms hereof (a) as security for the indemnity obligations of certain 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(f)(i) of the Merger 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.
Escrow Shares. “Escrow Shares” shall mean the sum of the Common Stock Escrow Shares and the Preferred Stock Escrow Shares.
