Examples of Escrowed Earnout Shares in a sentence
Any indemnification obligations hereunder shall be settled first by recourse against the 7.5% of Escrowed Indemnity Shares which are not Escrowed Earnout Shares and then by recourse on a pro rata basis against First Target Indemnity Shares, Second Target Indemnity Shares and Third Target Indemnity Shares.
Upon such release, Escrowed Indemnity Shares that constitute Transaction Shares shall be delivered to the Company Stockholders in accordance with Section 2.6(c) of the Company Disclosure Statement and the Escrow Agreement; and the Escrowed Indemnity Shares that constitute Escrowed Earnout Shares shall be retained in escrow in accordance with Section 2.8 hereof and the Escrow Agreement.
Any indemnification obligations hereunder shall be settled first by recourse against the Escrowed Indemnity Shares which are not Escrowed Earnout Shares and then by recourse on a pro rata basis against First Target Indemnity Shares, Second Target Indemnity Shares and Third Target Indemnity Shares.
The Escrowed Earnout Shares shall be held for delivery to the Company Stockholders upon satisfaction of the conditions set forth in Article III hereof, or to Parent in the event that such conditions are not satisfied.
In the event that the Escrow Representative shall resign or be unable to act for any reason, the Escrow Representative (or his, her or its legal representative) shall select a successor Escrow Representative to fill such vacancy, subject to the approval and confirmation of Company Stockholders entitled to a majority of the Escrowed Earnout Shares and the Required Holders, and such successor shall be deemed to be the Escrow Representative for all purposes of this Agreement.
The Escrow Agent shall establish on its books an account (the “Escrow Earnout Account”) for which the Escrow Agent shall note the number of Escrowed Earnout Shares and other Escrowed Earnout Property held from time to time by the Escrow Agent pursuant hereto, and the Company Stockholders that beneficially own such Escrowed Earnout Shares and other Escrowed Earnout Property, if any.
Each Company Shareholder (other than holders of Dissenting Company Shares) shall be shown as the registered owner of its pro rata portion of the Escrowed Earnout Shares on the books and records of Purchaser, as set forth on Schedule 1.6 of the Company Disclosure Schedules (in respect of each Company Shareholder, its “Pro Rata Portion”), and shall be entitled to exercise voting rights and all share rights with respect to such Escrowed Earnout Shares.
Unaffiliated Directors • For so long as any Escrowed Earnout Shares or Escrowed Indemnity Shares remain in escrow (the “Escrow Period”) pursuant to the Escrow Agreement, the Board shall at all times include Xxxx Xxxxx or the Replacement Director or, if no such person is still a member of the Board, at least one Unaffiliated Director (as defined in Section 7.6 of the Merger Agreement).
In releasing any Escrowed Earnout Shares or Escrowed Sponsor Earnout Shares pursuant to this Article III, the Escrow Agent shall concurrently deliver to the Company Stockholders or Sponsors (as set forth in the applicable release notice) or Parent, as applicable, the corresponding dividends and distributions, if any, paid or made in respect of such delivered shares as set forth in Section 4.1 hereof, to the extent not previously released pursuant thereto.
All stock dividends shall be issued in the name of the applicable Company Stockholder or Sponsor and shall be endorsed in blank for transfer and deposited with the Escrow Agent as Escrowed Indemnity Shares, Escrowed Earnout Shares or Sponsor Earnout Shares, as applicable, hereunder.