Second Closing Escrow Sample Clauses

Second Closing Escrow. Subject to the terms and conditions set forth herein, in the event that a Second Closing (as defined in the Parent Purchase Agreement) may no longer occur (either because such right has expired by its terms or has been irrevocably waived or terminated by the parties) (a “Second Closing Termination Event”), a total of 123,174 shares of Parent Class B Common Stock (the “Second Closing Escrow Shares”) issued in the Merger shall be returned by the holders thereof to Parent. To secure such obligation, Certificates in the names of the applicable Principal Stockholders representing the Second Closing Escrow Shares that are issued pursuant to Section 1.6 above shall be held in escrow by Parent at the Effective Time subject to release as provided herein and will not be delivered to the former holders of Company Capital Stock entitled to receive shares of Parent Class B Common Stock under the terms of this Agreement. Such Second Closing Escrow Shares shall be contributed by the holders of Company Capital Stock receiving shares of Parent Class B Common Stock on a pro rata basis based on the number of shares of Parent Class B Common Stock issued pursuant to Section 1.6. For so long as these shares of Parent Class B Common Stock are held in escrow under this Section 1.9(a), the interests of the holders of Company Capital Stock in the Second Closing Escrow Shares may not be assigned or transferred by such holders. The holders of Company Capital Stock to which the Second Closing Escrow Shares have been allocated shall be entitled to any dividends or other distributions (other than dividends or distributions for which adjustment is made pursuant to the immediately following sentence) with respect to the Second Closing Escrow Shares. Additionally, the Second Closing Escrow Shares shall be appropriately adjusted for any stock splits, stock dividends or the like with respect to such shares. To the full extent that voting rights with respect to Parent Class B Common Stock may exist, the holders of Company Capital Stock to which the Second Closing Escrow Shares have been allocated shall have the right to vote the Second Closing Escrow Shares. Upon the occurrence of a Second Closing, the Second Closing Escrow Shares shall be released from escrow and Parent shall deliver the certificates therefor. If a Second Closing Termination Event should occur, all Second Closing Escrow Shares shall be returned to the status of authorized but unissued shares of Parent Capital Stock and the h...