Escrowed Shares a. With respect to the Escrowed Shares, upon an event of default as set forth in the Pledge Agreement, the Escrow Agent shall send written notice to the Transfer Agent ("Escrow Notice") to transfer such number of Escrow Shares as set forth in the Escrow Notice to the Buyers. Upon receipt of an Escrow Notice, the Transfer Agent shall promptly transfer such number of Escrow Shares to the Buyers as shall be set forth in the Escrow Notice delivered to the Transfer Agent by the Escrow Agent. Further, the Transfer Agent shall promptly transfer such shares from the Buyers to any subsequent transferee promptly upon receipt of written notice from the Buyers or their counsel. If the Escrow Shares are not registered for sale under the Securities Act of 1933, as amended, then the certificates for the Escrow Shares shall bear the legend set forth in Section 1b.
Escrowed Shares a. With respect to the Escrowed Shares, upon an event of default as set forth in the Pledge Agreement, the Escrow Agent shall send written notice to the Transfer Agent (“Escrow Notice”) to transfer such number of Escrow Shares as set forth in the Escrow Notice to the Buyers. Upon receipt of an Escrow Notice and the share certificate along with a properly executed stock power, the Transfer Agent shall promptly transfer such number of Escrow Shares to the Buyers as shall be set forth in the Escrow Notice delivered to the Transfer Agent by the Escrow Agent. Further, the Transfer Agent shall promptly transfer such shares from the Buyers to any subsequent transferee promptly upon receipt of written notice from the Buyers or their counsel and the share certificate along with a properly executed stock power. If the Escrow Shares are not registered for sale under the Securities Act of 1933, as amended, then the certificates for the Escrow Shares shall bear the legend set forth in Section 1b.
Escrowed Shares. The Escrowed Shares shall be issued and outstanding for all purposes, including the right to vote, and held in escrow by Weatherford until two years following the Closing Date; provided, however, that on the first anniversary of the Closing Date, Weatherford shall release a number of Escrowed Shares (or cash proceeds from the sale of Escrowed Shares, as directed by Tulsa, Holdings or the Shareholder Representative) such that the remaining Escrowed Shares (and cash proceeds, if applicable) held in escrow will have an aggregate value equal to the greater of (i) $1,250,000 (based on the Average Closing Price, if Weatherford Shares are all or a part of the escrow) and (ii) the amount of unresolved claims for indemnification for Acquiror Losses on such date; and provided further, that if on the second anniversary of the Closing Date, any claims for indemnification for Acquiror Losses have not been resolved, a number of the Escrowed Shares (and cash proceeds, if applicable) equal to the lesser of (i) the remainder of the Escrowed Shares (and cash proceeds, if applicable) or (ii) (a) the cash proceeds equal to the amount of unresolved claims for indemnification for Acquiror Losses, or (b) the number of Escrowed Shares (and cash proceeds, if applicable) equal to the amount of such unresolved claims for indemnification for Acquiror Losses divided by the Average Closing Price, may continue to be held in escrow by Weatherford for so long as any of such claims for indemnification for Acquiror Losses have not been resolved. Any dividends or distributions paid or payable with respect to the Escrowed Shares shall also be deemed to constitute Escrowed Shares and shall be subject to the terms of this Section 1.4. If Tulsa or Holdings desires to sell any of their respective Escrowed Shares, Weatherford will effect such sale in accordance with instructions received from the Person requesting such sale and shall retain in escrow the net proceeds of such sale; provided that no such request shall be made until the expiration of 90 days after the Closing Date. Such cash deposited with Weatherford, including any interest earned thereon, shall be held in escrow and be deemed to constitute Escrowed Shares for purposes of this Agreement. All cash deposited with Weatherford shall earn interest at the same interest rate that Weatherford earns on its over-the-counter interest bearing deposit accounts. Subject to the following provisions of this Section 1.4, the Acquiror and Weatherford...
Escrowed Shares. Each of the Selling Shareholders shall escrow twenty percent (20%) of the Common Stock to be issued to such Selling Shareholder to be available for distribution to Purchaser in the event of an Indemnified Claim not paid in cash by the Indemnifying Party. Such escrow shall expire on the date not less than two (2) years and sixty (60) days after the Date of Closing, when there shall be no pending Indemnification Claim for which notice has been given under Section 5.4, and upon such expiration any original share certificates shall be delivered to the owners
Escrowed Shares. 30 ARTICLE VI
Escrowed Shares. By the delivery to Escrow Agent (subject to the Escrow Agreement) at Closing of one certificate in the name of Kids Holding representing Ninety-one Thousand Three Hundred Fifty-seven (91,357) restricted shares of the common stock of Elamex, S.A. de C.V.
Escrowed Shares. At all times while Escrowed Shares are held by the Escrow Agent pursuant to the Escrow Agreement, the Target Stockholders shall have the right to (i) exercise any voting rights with respect to the Escrowed Shares, and (ii) receive all products and proceeds of any of the Escrowed Shares, including all dividends, whether in the form of cash, stock or any other form, and any other rights and other property which the Target Stockholders are, from time to time, entitled to receive in respect of or in exchange for any or all of the Escrowed Shares. In addition, in the event of the issuance of shares of capital stock or other property as a result of a stock split, merger, consolidation, combination of shares or similar recapitalization, a reorganization or a mandatory conversion with respect to or affecting the Escrowed Shares that becomes effective during the term of this Escrow Agreement, the additional shares of capital stock or other property so issued, paid, exchanged or substituted (if any) with respect to the Escrowed Shares shall be added to or substituted or exchanged for the Escrowed Shares as Escrowed Shares hereunder.
Escrowed Shares. Each Company Shareholder shall escrow twenty percent (20%) of the Purchaser Common Stock to be issued to such Company Shareholder to be available for distribution to Purchaser in the event of an Indemnified Claim not paid in cash by the Indemnifying Party. The number of Purchaser Shares to be delivered to Purchaser in the event that there is an Indemnifiable Claim for which Purchaser Shares are to be distributed to satisfy such an Indemnifiable Claim pursuant to this Section 5.6 shall be calculated by dividing the amount of the award for the Indemnifiable Claim by the twenty-day average trading price of Purchaser Common Stock as quoted on the Nasdaq National Market System for the twenty-day period ending on the date that the Indemnifiable Claim is made. Such escrow shall expire on the date not less than eighteen (18) months after the Date of Closing, when there shall be no pending Indemnification Claim for which notice has been given under Section 5.4, and upon such expiration the share certificates shall be delivered to the Company Shareholders. Not later than the Closing Date the parties shall enter into a Pledge, Security and Escrow Agreement in substantially the form and substance attached hereto as Exhibit 5.6(a). In the event that Purchaser elects to waive the Profit Surplus Adjustment and the Profit Shortfall Adjustment pursuant to Section 1.3(h) hereof, the amount of Purchaser Common Stock placed in escrow pursuant to this Section 5.6 shall be increased by the amount of Purchaser Common Stock then in the escrow account established by Section 1.3(e) that is transferred to the escrow account established by this Section 5.6.
Escrowed Shares. Immediately following the Closing, Parent shall deliver to the Escrow Agent a certificate or certificates for shares of Bridge Preferred with an aggregate Liquidation Preference (as defined in the Merger Agreement) of $20,000,000 (determined as set forth in Section 2.01(e) of the Merger Agreement) (the "STOCK ESCROW FUND"), to be registered in the name of Embassy & Co. as nominee of the Escrow Agent and held in escrow by the Escrow Agent as provided in this Agreement. The Cash Escrow Fund and the Stock Escrow Fund shall be known collectively as the "ESCROW FUNDS." The shares of Bridge Preferred being held in the Stock Escrow Fund shall be referred to as the "ESCROW SHARES". The Escrow Funds shall be held as trust funds and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any Target Stockholder or of any party hereto. The Escrow Agent agrees to accept delivery of the Escrow Funds and to hold each of the Cash Escrow Fund and the Stock Escrow Fund in a separate escrow account (collectively, the "ESCROW ACCOUNTS") subject to the terms and conditions of this Agreement.
Escrowed Shares. The Company will issue 133,019 shares of the Additional Preferred Stock into escrow pursuant to the Stock Escrow Agreement and not directly to the Preferred Shareholder. If the Company cannot so issue shares of Additional Preferred Stock, then the issuance of Additional Preferred Stock in Section 2 above will be adjusted accordingly, but to preserve the economic benefit to the Preferred Stockholder of the arrangements set forth herein, upon the release of the Escrowed Shares from escrow, in whole or in part, the Company shall be deemed to have issued 133,019 shares of Preferred Stock on September 30, 2011. Any shares of Preferred Stock deemed issued with respect to the Escrowed Shares shall accrue the Base Dividend (and any other dividends or distributions with respect to the Preferred Stock) from and including the deemed issuance date for such shares until May 28, 2016, the seventh anniversary of the Closing. The shares of Additional Preferred Stock issued or deemed issued pursuant to Sections 2 and 3 hereof shall have identical rights to the shares of Preferred Stock already in issue.
