Common use of Escrow Shares Clause in Contracts

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. Ten percent An amount of Trega Common Stock representing one-fourth (10%1/4) of the Parent Merger SharesTotal Shares to be issued as of the Effective Time (i.e., rounded up to the nearest whole share (625,000 shares of Trega Common Stock - the "ESCROW SHARES") will shall be deposited and held in escrow (delivered by Trega, promptly following the Effective Time, into the "Escrow") in accordance with ESCROW ACCOUNT" as defined in, and pursuant to the terms of, the Escrow Agreement attached hereto as EXHIBIT 2.2 C (the "ESCROW AGREEMENT"). The Escrow Shares shall (A) be held in the Escrow Account for the benefit of the Entitled Holders (as the sole source of indemnification payments that may become due to Parent pursuant to Article X defined below) on a pro rata basis (except with respect to breaches of as set forth in Section 3.2 and Article IV(a1.5(c)(iv) below) and (b); shall be released therefrom only when and as otherwise limited provided by Section 8.10) provided that the aggregate liability of any single stockholder for indemnification obligations pursuant to Article X of Escrow Agreement, this Agreement shall and SCHEDULE 1 attached hereto ("SCHEDULE 1"), (B) be equal to a dollar amount equal subject to the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited conditions, requirements and agreements set forth in escrow by or on behalf of such stockholder; and providedthis Agreement (including, furtherwithout limitation, that each HT stockholder shall be jointly and severally liable beyond such holderTrega'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 Lien (as defined in Section 2.4 6.1(a) below) delivered by such stockholder. The Escrow Shares will be withheld on a pro rata basis among and 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 Offset Right (as defined 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 Section 6.1(a) below) as set forth in accordance with the provisions hereof, with the same force of Article 6 below and effect as if such shares had been delivered by Parent directly to such holders SCHEDULE 1) and subsequently delivered by such holders (C) not be assignable or transferable unless and until released pursuant 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, this Agreement and SCHEDULE 1. During such time as any Escrow Shares remain in the Escrow Account, each Entitled Holder shall be entitled to exercise any and all voting and other consensual rights pertaining to the Escrow Shares then being held for such Entitled Holder's benefit. Entitled Holders also shall be entitled to receive and retain any and all cash dividends paid in respect of such Escrow Shares; provided, however, -------- that any and all of the following shall be issued and/or delivered by Trega or any third party into the Escrow Account to be held pursuant to the terms of this Agreement (including, without limitation, subject to the appointment of the Stockholder as the Indemnification Representative (as defined in Offset Right and Trega's Lien) and the Escrow Agreement, and shall constitute "Escrow Shares" for all purposes hereunder: (x) dividends paid or payable (other than in cash) and instruments and other property received, receivable or otherwise distributed or distributable in respect of or in exchange for any Escrow Shares; (y) any and all cash paid, payable or otherwise distributed in respect of any Escrow Shares (whether in redemption of or exchange for any Escrow Shares or otherwise), except for any cash dividends as provided above; and (z) any and all securities or property which is may be paid in respect of any Escrow Shares by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar event affecting Trega or the securityholders of Trega (an integral term "EVENT"). Furthermore, in the event that Trega, at any time or from time to time after the Effective Time, shall effect a subdivision of the Mergeroutstanding shares of Trega Common Stock into a greater number of shares (by stock split, reclassification or otherwise than by payment of a dividend in Trega Common Stock or any right to acquire Trega Common Stock), or in the event that the outstanding shares of Trega Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Trega Common Stock, then the Escrow Shares shall be treated in the same manner as such outstanding shares of Trega Common Stock.

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 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 Agent 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 hold 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 until the holders first anniversary of the Outstanding HT Shares based on the number consummation 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 a "BUSINESS COMBINATION" (as defined in the Registration Statement) (such period, the "ESCROW SHARE PERIOD"). On such first anniversary, the Escrow Agreement)Agent shall, which is an integral term upon written instructions from each Common Holder, disburse each Common Holder's Escrow Shares to such Common Holder; provided, however, that if the Underwriters do not exercise their over-allotment option in full, up to 468,750 of the MergerEscrow Shares shall be released to the Company upon written instruction from the Company and; shall thereafter be cancelled; provided further, however, that in the event that the Closing does not occur, then the Escrow Agent shall promptly release the Escrow Shares to the Common Holders; provided further, however, that if a Common Holder does not provide written instructions within ninety days after the consummation of a Business Combination, then the Escrow Agent shall deliver such Common Holder's Escrow Shares to the care of the Company; provided further, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.6 hereof that the Company has been liquidated at any time during the Escrow Share Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, after the Company consummates a Business Combination and the Company or the surviving entity of such Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in any of the security holders of the Company or such entity having the right to exchange their securities for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Common Holders immediately prior and subject to consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder with respect to the Escrow Shares after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1.

Escrow Shares. Ten percent (10%) of the Parent Merger Shares issuable at Closing (excluding any Parent Merger Shares issuable after the Closing with respect to Outstanding INT'X.xxx Options, the Excluded Shares, the Series C Excluded Shares and the Series D Excluded 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 IX or otherwise prior to breaches the release of the Escrow Shares pursuant to Section 3.2 and Article IV(a) and (b)3.1 of the Escrow Agreement; and as otherwise limited by Section 8.10) provided that the aggregate liability of any single stockholder for indemnification obligations pursuant to Article X IX 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 INT'X.xxx stockholder shall be jointly severally (and severally not jointly) 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 INT'X.xxx 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 INT'X.xxx stockholder will be determined at the Closing by the agreement in writing of Parent and HTINT'X.xxx. The delivery of the Escrow Shares will be made on behalf of the holders of the Outstanding HT INT'X.xxx 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 INT'X.xxx will also constitute their approval of the terms and provisions of the Escrow Agreement, including, without limitation, the appointment of the Stockholder Xxxxxx Xxxxxxxxxx as the Indemnification Representative (as defined in the Escrow Agreement), which is an integral term of the Merger.

Escrow Shares. Ten An amount of Agouron Common (the "Escrow Shares") representing twenty percent (1020%) of the Parent Merger Sharesaggregate number of Agouron Common, rounded up and when exercised (the date of exercise hereinafter referred to as the "Exercise Date") the Agouron Common underlying the assumed Target Options and Target Warrants received in the Merger, shall, pursuant to this Agreement be delivered by Agouron promptly following the Effective Time, or the Exercise Date as the case may be, into the "Escrow Fund" as defined in, and pursuant to the nearest whole share (the "ESCROW SHARES") will be deposited and held in escrow (the "Escrow") in accordance with terms of the Escrow Agreement attached hereto as EXHIBIT 2.2 Exhibit B (the "ESCROW AGREEMENTEscrow Agreement") as ). During the sole source of indemnification payments period 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 Agouron Common remains in the aggregate liability Escrow, the exercise of any single stockholder for indemnification obligations pursuant to Article X Target Option or Target Warrant will require the deposit into the Escrow Fund of this Agreement shall twenty percent (20%) of the resulting Agouron Common issued. If a holder of Target Common, Target Option or Target Warrant does not execute the Escrow Agreement, the shares of Agouron Common which would have been placed in escrow will be equal to a dollar amount equal to held by Agouron and released upon the Parent Average Closing Price multiplied same conditions as required 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 stockholderAgreement. The Escrow Shares will shall be withheld on a pro rata basis among held in 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 Fund and released therefrom when and as provided by the agreement in writing of Parent Escrow Agreement 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 hereofthis Agreement, 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 subject to the Escrow Agent. The adoption of conditions, requirements and agreements set forth in 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 indemnification provisions), and not be assignable or transferable unless and until released pursuant to the Escrow Agreement and this Agreement. At the final settlement of the Stockholder as Escrow Fund, the Indemnification Representative (as defined number of shares of Agouron Common attributable to each outstanding Target Option or Target Warrant will be adjusted to equal the number of shares the holder of such shares would have received if the Target Options or Target Warrants had been exercised at the Closing Date of the Merger and placed in the Escrow Agreement), which is an integral term of the MergerFund.

Escrow Shares. Ten percent Upon each exchange of Company Common Stock or Company Preferred Stock by a holder thereof pursuant to Section 2.4(b), the Exchange Agent shall deliver (10%and such holder shall be deemed to have received and deposited) such holder’s Escrow Shares into an escrow account (the “Escrow Account”) established pursuant to the terms and conditions of an escrow agreement (the “Escrow Agreement”) by and among Parent, Sellers Representative and Key Bank National Association, as escrow agent (the “Escrow Agent”), substantially in the form of Exhibit E attached hereto, which will be executed as of the Effective Time. Such Escrow Shares shall provide security for the satisfaction of claims for indemnification made by 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 Indemnified Parties pursuant to Article X VII. The Escrow Shares shall be retained in the Escrow Account until released pursuant to Section 7.2. During the period in which the Escrow Shares are retained in the Escrow Account they will be held for the benefit of the Indemnifying Holders (except with and the Indemnifying Holders shall be entitled to receive cash dividends on, and vote, such Escrow Shares but shall not have any right to possess, alienate or transfer any of such Escrow Shares), unless, until and to the extent it has been determined that any Parent Indemnified Party is entitled to retain any of the Escrow Shares in 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 claims pursuant to Article X of this Agreement shall be equal to a dollar amount equal to VII. In particular, the Parent Average Closing Price multiplied by the aggregate number of Escrow Shares deposited in escrow by or will be shown as issued and outstanding on behalf Parent’s financial statements and the applicable stockholders of such stockholder; and provided, further, that each HT stockholder shall the Company will be jointly and severally liable beyond such holder's shown as the registered owner of their allocable portion of the Escrow Shares solely in respect of any breach by on the certificate(s) evidencing 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 (if such shares are certificated) on the number books and records of Parent Merger Shares issuable at the closing Parent, and any cash dividends or other distributions made with respect to such holdersEscrow Shares shall be promptly paid to the applicable owner of such Escrow Shares. The exact number For avoidance of doubt, the total amount 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 placed in the Escrow Agreement), which Account at Closing is an integral term of the Merger3,325,000.