Shares in Escrow. Notwithstanding any provision herein to the contrary, the Parties acknowledge and agree that 40,000 shares of the Company's Class B common stock owned by ARB are subject to an Escrow Agreement dated February 10, 2003, between E. Douglas Cifers and Harris & Gilbert, LLP ("H&G") (a copy of which is axxxxxxx xxxxxx as Exxxxxx B) xxxxxxnt to which H&G is holding such shares, and such Escrow Agreement has been provided to Buyer. On the Effective Date, H. Burckhardt shall advise and instruct H&G of the sale of such 40,000 xxxxxx xx Xxyer and direct H&G or Exhibit (i) any successor escrow agent, to deliver such 40,000 shares to Buyer or Buyer's assigns, instead of ARB, upon their release from escrow.

Shares in Escrow. The Guarantor has pledged to the Lender and delivered to the Escrow Agent stock certificates registered in the Guarantor’s name representing ________________ Shares, with stock powers executed in blank attached, as listed on Exhibit A. Guarantor and Lender hereby appoint the Escrow Agent to hold the Escrow Shares (as hereinafter defined) pursuant to the terms of this Agreement. Guarantor acknowledges that the Escrow Agent is, and is intended to act as, the agent of the Lender and not of the Guarantor. (The Shares that have been delivered to the Escrow Agent, as the same may be added to or subtracted from in accordance with the terms of this Agreement, are referred to herein as the “Escrow Shares”.) The Guarantor represents and warrants that (i) it has and during the Escrow Period (as hereinafter defined) will have good title to the Escrow Shares, free and clear of all liens and claims other than the lien of this Agreement; (ii) the Escrow Shares delivered herewith have been and any Escrow Shares delivered hereafter will have been validly issued, fully paid and nonassessable; (iii) the making and performance by the Guarantor of this Agreement and the pledging of the Escrow Shares are within the powers of the Guarantor and do not contravene any contractual restriction binding on the Guarantor or the Escrow Shares; (iv) this Agreement is a legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with the terms; and (v) this Agreement and the Guaranty create a fully perfected, first priority security interest in and lien on the Escrow Shares for the benefit of the Lender. The Escrow Agent, by its execution and delivery of this Agreement, hereby agrees to receive the Escrow Shares and agrees to act with respect thereto and otherwise as hereinafter set forth.

Shares in Escrow. By execution of this Award Agreement, the Participant agrees that the shares shall be deposited by the Corporation’s transfer agent with the Secretary of the Corporation or his/her designee. At the expiration of the Restricted Period, the restrictions in this Award Agreement shall, except as otherwise specifically provided in the Award Agreement, expire and the Corporation shall, subject to the provisions of this Award Agreement, deliver the shares to the Participant free of the restrictions. Such delivery shall be, at Participant’s discretion, either in certificate form or by electronic delivery to Participant’s brokerage account.

Shares in Escrow. Where no claim has been made by Purchaser pursuant to the terms and conditions of this Agreement and provided that a period of three months shall have elapsed since Completion, shares placed in escrow pursuant to section 7.1 above shall be released to the Vendor. Where Purchaser has made a claim however against the Vendor pursuant to the terms and conditions of this Agreement, and even where a period of three months shall have elapsed since Completion, the shares placed in escrow shall remain, without prejudice to any other rights of Purchaser, in escrow and shall continue to constitute security for any amount that Vendor is obligated to pay to the Purchaser as indemnification of the Vendor's breach of its obligations in accordance with this Agreement. The Vendor accepts that the escrow agent may only release the shares to the Vendor subject to written notice from Purchaser stating that the escrow agent is permitted to release such shares to the Vendor or where the escrow agent is otherwise directed to do so pursuant to a court order. The Vendor agrees that it shall make no claims against the escrow agent.

Shares in Escrow. The Adair-Flanders Shares held ix xxxxxx xxx Wes Adair are duly authorizex, xxxxxxy issued, fully paid, non-assessable, not issued in violation of the preemptive rights of any Flanders' shareholder, identical to all other shares of Flanders' common stock, and, in Seller's hands will have all the rights, privileges and preferences accorded to all other holders of shares of Flanders common stock.

Shares in Escrow iLinc is depositing with Escrow Agent 704,839 shares of its common stock that are intended to represent twenty percent (20%) of the Equity Consideration due to Glyphics (the "Escrow Shares"). Except to the extent otherwise provided in the Asset Purchase Agreement, the Escrow Shares shall be the only source of recovery by iLinc for any remedy against Glyphics or the Key Holders, including adjustment of the purchase price for the assets of Glyphics because of the Revenue Performance Requirement or the difference between the estimated Audio Conferencing Business Revenues and the audited Audio Conferencing Business Revenues. Escrow Agent acknowledges receipt thereof. Escrow Agent hereby agrees to act as escrow agent and to hold, safeguard and disburse the Escrow Shares pursuant to the terms and conditions hereof.

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Rights of Initial Stockholders in Escrow Shares 4.1 VOTING RIGHTS AS A STOCKHOLDER. Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.
Deposit of Escrow Securities in Escrow (1) You are depositing the securities (escrow securities) listed opposite your name in Schedule “A” with the Escrow Agent to be held in escrow under this Agreement. You will immediately deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of these securities which you have or which you may later receive.
Escrow of Shares (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider.
Claims Upon Escrow Fund (a) Upon receipt by the Escrow Agent on or before the last day of the Escrow Period of a certificate signed by any officer of Acquiror (an "Officer's Certificate"):
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.
Disbursement of the Escrow Shares 3.1 The Escrow Agent shall hold the Escrow Shares during the period (the “Escrow Period”) commencing on the date hereof and (i) for 50% of the Escrow Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Escrow Shares, ending six months after the date of the consummation of an initial Business Combination. The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Initial Shareholder’s Escrow Shares (and any applicable share power) to such Initial Shareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, within six months after the Company consummates an initial Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Escrow Shares to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1.
Delivery of Share Certificates for Escrow Securities The Escrow Agent will send to each Securityholder any share certificates or other evidence of that Securityholder’s escrow securities in the possession of the Escrow Agent released from escrow as soon as reasonably practicable after the release.
Initial Escrow Amount; Issuance of Escrow Receipts The Escrow Agent hereby directs the Underwriters to, and the Underwriters hereby acknowledge that on the date hereof they shall, irrevocably deliver to the Depositary on behalf of the Escrow Agent, an amount in U.S. dollars (“Dollars”) and immediately available funds equal to $578,712,000 for deposit on behalf of the Escrow Agent with the Depositary in accordance with Section 2.1 of the Deposit Agreement. The Underwriters hereby instruct the Escrow Agent, upon receipt by the Depositary of such sum from the Underwriters, to confirm such receipt by executing and delivering to the Pass Through Trustee an Escrow Receipt in the form of Exhibit A hereto (each, an “Escrow Receipt” and, collectively, the “Escrow Receipts”) (a) to be affixed by the Pass Through Trustee to each Certificate and (b) to evidence the same percentage interest (the “Escrow Interest”) in the Account Amounts (as defined below) as the Fractional Undivided Interest in the Pass Through Trust evidenced by the Certificate to which such Escrow Receipt is to be affixed. The Escrow Agent shall provide to the Pass Through Trustee for attachment to each Certificate newly issued under and in accordance with the Pass Through Trust Agreement Escrow and Paying Agent Agreement (Class AA) (American Airlines 2019-1 Aircraft EETC) an executed Escrow Receipt as the Pass Through Trustee may from time to time request of the Escrow Agent. Each Escrow Receipt shall be registered by the Escrow Agent in a register (the “Register”) maintained by the Escrow Agent in the name of the same holder that is the holder of the Certificate to which such Escrow Receipt is attached and may not thereafter be detached from such Certificate to which it is to be affixed. No Escrow Receipt may be assigned or transferred except in connection with the assignment or transfer of the Certificate to which such Escrow Receipt is affixed. After the termination of the Deposit Agreement (or, if applicable, any Replacement Deposit Agreement), no additional Escrow Receipts shall be issued and the Pass Through Trustee shall request the return to the Escrow Agent for cancellation of all outstanding Escrow Receipts.
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.

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