Escrow Stock. When making the issuances of Acquiror Common Stock pursuant to Section 2.01(a) above, Acquiror shall withhold from the Company Stockholders a number of shares of Acquiror Common Stock equal to the quotient of five percent (5%) of the Transaction Value divided by the Acquiror Stock Price (the "Escrow Stock"). The Escrow Stock will be placed in escrow as security for the performance of the indemnity obligations of the Company Stockholders under Section 9.02 of this Merger Agreement and to pay Acquiror any Closing Adjustment required to be paid to Acquiror pursuant to this Section 2.06, all pursuant to the terms and conditions of an escrow agreement among Acquiror, the Surviving Corporation, the Stockholders' Representatives and First Union National Bank or another escrow agent designated by Acquiror and reasonably acceptable to the Company (the "Escrow Agent"), in form attached hereto as EXHIBIT D (the "Escrow Agreement"). The Escrow Stock shall be registered in the name of the Escrow Agent as nominee for the Company Stockholders. The Merger Consideration otherwise distributable as of the Effective Time to each Company Stockholder in connection with the Merger as provided in Section 2.01(a) shall be proportionately reduced to reflect the Escrow Stock required to be deposited in Escrow pursuant to this Section 2.06(a) and the Escrow Agreement, and such Escrow Stock shall be released to the Company Stockholders or Acquiror, as the case may be, only in accordance with the terms of this Merger Agreement and the Escrow Agreement. The fees of the Escrow Agent shall be paid by Acquiror. On the earlier to occur of (i) five (5) business days after the final determination of the Closing Adjustment and the Loss Adjustment pursuant to Section 2.06(b) (including, without limitation, final resolution of any disputes with respect thereto) or (ii) ninety (90) days after Closing, the Escrow Agent shall deliver to the Company Stockholders, pro-rata in accordance with the number of shares of Company Common Stock held by each such Company Stockholder immediately prior to the Effective Time, the Escrow Stock, after deducting therefrom an amount of Escrow Stock having a value equal to the sum (which shall not be less than zero) of the Closing Adjustment, if any, and the Loss Adjustment, if any, and shall deliver to Acquiror an amount of Escrow Stock having a value equal to such sum; PROVIDED, HOWEVER, that in the event of any dispute over the sum of the Closing Adjustment and the...
Escrow Stock. Except for the shares of Parent Common ------------ Stock to be issued to the Founders (as defined below) pursuant to Article IV in exchange for the issued and outstanding shares of Series A Preferred owned by the Founders prior to the Effective Time, the shares of Parent Common Stock to be issued to Xxxxxx Xxxx, Xxxx Xxxx and Xxxxxx Xxxx, each a founding shareholder of the Company (each a "Founder" and collectively the "Founders"), pursuant to Article IV ------- -------- shall, upon issuance, be withheld from the Founders and placed in escrow ("Escrow Stock") for one year after the date of issuance (the "Escrow Period"), ------------ ------------- all pursuant to the terms and conditions of an escrow agreement among the Parent, the Surviving Corporation, the Founders and an escrow agent designated by the Parent and reasonably acceptable to the Company (the "Escrow Agent"), in ------------ a form reasonably satisfactory to the parties thereto and containing the principal terms set forth in Exhibit 4.6 attached hereto (the "Escrow ------
Escrow Stock inTEST shall have delivered to the Escrow Agent shares of the inTEST Stock registered in the name of the Escrow Agent for deposit in the Escrow Fund as set forth in Section 4(b) hereof.
Escrow Stock. 3 excess parachute payment....................................................13
Escrow Stock. The Vendors agree that Bluestone shall be entitled to retain the certificates of the Escrow Stock and shall, in its absolute discretion, and without prejudice to any other rights or remedies available to it, be authorised and entitled to dispose of or cancel such stock in or towards satisfaction of any Determined Claim. For the purposes of calculating the number of shares of Escrow Stock to be disposed or cancelled the Escrow Stock shall have a fixed deemed value of L16.98 per share of Escrow Stock (the "DEEMED VALUE") and the Vendors shall neither be obliged to make up any shortfall nor have any right to receive any excess in the actual proceeds of the disposal of the Escrow Stock received by Bluestone. To the extent that no Claim shall have been made on or before the first anniversary of Completion, Bluestone undertakes to deliver to the Vendors certificates for 50 per cent of such Escrow Stock on such date. In the event that no Claims have been made on or before the second anniversary of Completion, Bluestone undertakes to deliver to the Vendors certificates for the balance of the Escrow Stock on such date. In the event that any Claims are made prior to such period the Escrow Stock, to the extent not already released and only to the extent of such Claim, shall be retained pending resolution of such Claims and the provision of clauses 5.11.2, 5.11.3 and 5.11.4 shall apply to such amounts retained.
Escrow Stock. The shares of AmeriNet common stock issuable to Trilogy's stockholders retained for the purpose described in Article VII.
Escrow Stock. The 125,000 shares of common stock of Cerprobe issued to Mayer in connection with the Merger xxxxxntly held in escrow pursuant to that certain Escrow and Security Agreement, by and among Cerprobe, Mayer and Arizona Escrow & Financial Xxxxxration, dated January 28, 1997, shall, effective August 18, 1997, be redelivered to Cerprobe and Mayer does hereby forever release axx xelinquish any and all claims or interest with respect thereto. Contemporaneously with the execution and delivery of this Agreement, Cerprobe and Mayer shall execute and deliver a xxxxer to Arizona Escrow & Financial Corporation in form and content as set forth in Exhibit A attached hereto.
Escrow Stock. 4.1 Notwithstanding Clause 3 of this Agreement, the Escrow Stock shall be held by the Escrow Agent until 4 March 2001 or such longer period as is required in accordance with the terms of Schedule 12 to the Sale and Purchase Agreement. Nothing in this Agreement shall constitute a waiver of any rights of Xxxxx.xxx against Xx. Xxxxxx or The Xxxxxxx Trustee under the Sale and Purchase Agreement or acceptance of any breach of the terms thereof and the Sale and Purchase Agreement shall remain in full force and effect save as expressly varied (as between the Parties) by this Agreement.
Escrow Stock. 7 ARTICLE V Representations and Warranties
Escrow Stock. Except for the shares of Parent Common ------------ Stock to be issued to the Founders (as defined below) pursuant to Article IV in exchange for the
