Share Escrow Account definition
Examples of Share Escrow Account in a sentence
For purposes of this Agreement, the Fair Market Value of the Escrowed Shares to be released from the Share Escrow Account after a final determination of the Profit Shortfall Adjustment shall be determined based upon the average closing prices of the Purchaser's Common Stock on the Nasdaq National Market System for the twenty trading days immediately preceding the date of such final determination.
Any securities distributable to the Company Shareholders in respect of or in exchange for any of the Escrowed Shares, whether by way of stock dividends, stock splits or otherwise, shall be delivered to the Escrow Agent, who shall hold such securities in the Share Escrow Account.
The Escrow Agent agrees to accept delivery of the Escrowed Shares and to hold the Escrowed Shares in an escrow account (the "Share Escrow Account"), subject to the terms and conditions of this Agreement.
Any Escrowed Shares remaining in the Share Escrow Account after payment of the Profit Shortfall Adjustment amount as set forth in subsection (a) above, shall be distributed to the Company Shareholders pursuant to Sections 6(a) and (b) hereof.
In such event, Purchaser or Acquisition Sub and the Shareholder Representatives shall provide written notice to the Escrow Agent of the amount of the Profit Shortfall Adjustment, and the Escrow Agent shall transfer, deliver and assign to Purchaser such number of Escrowed Shares held in the Share Escrow Account which have a Fair Market Value equal to the Profit Shortfall Adjustment (or such lesser number of Purchaser Shares as is then held in the Share Escrow Account).
Dividends or distributions upon the Share Escrow accrued or distributed in shares of common stock of the Issuer shall be added to the Share Escrow and held in the Share Escrow Account and shall be administered by the Escrow Agent in accordance with this Escrow Agreement.
Founder shall retain the ability to direct the voting of that number of Escrow Shares contributed to the Share Escrow Account on behalf of Founder (and on any New Shares) so long as such shares are held in the Share Escrow Account and shall be entitled to direct the disposition of any such shares in the event of any tender offer or exchange offer made in respect of such Escrow Shares (provided that the proceeds thereof shall be added to the Escrow Funds and held in the Escrow Accounts as part thereof).
The remaining 1,780,000 shares of Common Stock (the “Escrow Shares”) and 3,560,000 Common Warrants (the “Escrow Warrants”) shall be issued on the books of the Company’s Transfer Agent in an escrow account (the “Share Escrow Account”) and shall be annotated with a restrictive legend restricting the release of the securities to the Purchasers until they are released from the Share Escrow Account in accordance with Section 2.2(b) below.
The Escrow Agent shall establish and maintain the Share Escrow Account herein provided for in accordance with the express terms of this Agreement.
It shall be a term and condition of the Share Escrow Account, notwithstanding any term or condition to the contrary in any other agreement relating to the Share Escrow Account, that the Escrow Securities shall not be paid or released to or for the account of, or withdrawn by or for the account of, any person or entity from the Shares Escrow Account except as provided in Section 4 of this Agreement.