Distribution of Escrow Shares. (a) The Escrow Agent shall distribute the Escrow Shares only in accordance with (i) a written instrument delivered to the Escrow Agent that is executed by both the Parent and the Indemnification Representative and that instructs the Escrow Agent as to the distribution of some or all of the Escrow Shares, (ii) an order of a court of competent jurisdiction, a copy of which is delivered to the Escrow Agent by either the Parent or the Indemnification Representative, that instructs the Escrow Agent as to the distribution of some or all of the Escrow Shares, or (iii) the provisions of Section 3(b) hereof.
Distribution of Escrow Shares. At the times provided for in Section 11.3(d), the Escrow Shares shall be released and transferred by the Escrow Agent to the Shareholders’ Representative for distribution to the Shareholders. The Purchaser will take such action as may be necessary to cause such securities to be issued in the names of the appropriate persons. Certificates representing Escrow Shares so issued that are subject to resale restrictions under applicable securities laws will bear a legend to that effect. No fractional shares shall be released and delivered from the Escrow Fund to the Shareholders’ Representative and all fractional shares shall be rounded to the nearest whole share.
Distribution of Escrow Shares. Any distribution of all or a portion of the Escrow Shares to the Stockholders that are Accredited Investors holding interests in the Share Escrow Property as set forth on Schedule A hereto shall be made by delivery of the stock certificate held by the Escrow Agent representing the Escrow Shares to the Buyer or its transfer agent, endorsed for transfer, with instruction to the Buyer or its transfer agent to transfer and issue the aggregate number of Escrow Shares being distributed, allocated among the Stockholders that are Accredited Investors based upon their pro rata shares according to the percentages set forth in the column “Percentage Interest in Share Escrow Property,” on Schedule A hereto (as nearly as practicable, rounding down to the nearest whole share for each Stockholder that is an Accredited Investor), in each case by issuing to each such Stockholder that is an Accredited Investor a stock certificate representing such allocated shares, registered in his or her name set forth on Schedule A and mailing by first class mail to such Stockholders’ address set forth on Schedule A (or to such other address as such Stockholder may have previously instructed the Escrow Agent in writing); and, if less than all the then remaining Escrow Shares are to be so distributed and transferred, the Escrow Agent shall instruct the Buyer or its transfer agent to issue and return to the Escrow Agent (or its nominee, if the Escrow Agent shall so instruct) a stock certificate representing the remaining Escrow Shares. If any Stockholder who represented and warranted in his, her or its letter of transmittal that he, she or it is an Accredited Investor and, at the time of any such distribution of Escrow Shares, such Stockholder is no longer an Accredited Investor, a sale of the applicable Escrow Shares shall be effected in accordance with Section 5(b) and the net sale proceeds of such sale of Escrow Shares received by the Escrow Agent shall be paid to such Stockholder less the applicable Sales Administration Fee. The Escrow Agent shall have no liability for the actions or omissions of, or any delay on the part of the Buyer or its transfer agent in connection with the foregoing.
Distribution of Escrow Shares. At the times provided for in Section 3.3(d), the Escrow Shares shall be released and transferred to the Seller together with any Accrued Dividends with respect to such released Escrow Shares and other amounts or property held in such Escrow Account. The Purchaser will take such action as may be necessary to cause the transfer of such Escrow Shares to be registered in its register of members and certificates in respect of such Escrow Shares to be issued in the name of the Seller. Certificates representing Escrow Shares so transferred that are subject to resale restrictions under applicable securities laws will bear a legend to that effect. No fractional shares shall be released and transferred by the Escrow Agent to the Seller and all fractional shares shall be rounded to the nearest whole share.
Distribution of Escrow Shares. If all or any portion of the Escrow Shares are to be released from the Escrow Fund pursuant to Section 9.4(d), then such Escrow Shares shall be released to the Owners’ Representative for distribution to the Owners. The Acquirer will take such action as may be necessary to cause such certificates to be issued in the names of the appropriate Persons. Certificates or book-entry positions representing Escrow Shares so issued that are subject to resale restrictions under applicable securities laws will bear a legend to that effect. No fractional shares shall be released and delivered from the Escrow Fund to the Owners’ Representative and all fractional shares shall be rounded to the nearest whole share.
Distribution of Escrow Shares. At the times provided for in Section 10.3(d), the Indemnification Escrow Shares shall be distributed to the Escrow Participant. The Purchaser will take such action as may be necessary to cause such certificates to be issued in the names of the appropriate persons. Certificates representing Indemnification Escrow Shares so issued that are subject to resale restrictions under applicable securities laws will bear a legend to that effect. No fractional shares shall be released and delivered from the Escrow Fund and all fractional shares shall be rounded to the nearest whole share.
Distribution of Escrow Shares. (a) On the General Distribution Date, the Escrow Agent shall deliver to Acquiror for cancellation certificates representing 283,500 of the Escrow Shares then held in escrow as of the General Distribution Date. If an Indemnification Claim pursuant to Section 11.1(a)(A) or 11.1(a)(B) (a "General Indemnification Claim") is not pending as of the General Distribution Date, Acquiror shall promptly issue and deliver to the Shareholders (in accordance with their respective Percentage Interests) new certificates representing such number of the Escrow Shares. If there are General Indemnification Claims pending as of the General Distribution Date, Acquiror and the Indemnitor Representative shall use their reasonable efforts to agree in writing on the Indemnification Amount with respect to any such pending General Indemnification Claims; provided, that if Acquiror and the Indemnitor Representative are not able to agree on the Indemnification Amount with respect to such General Indemnification Claims by the General Distribution Date, the amount of the Indemnification Amount solely for purposes of the calculations in the following sentence of this Section 3.3(a) shall be the amount claimed by Acquiror in its notice of Indemnification Claim in connection with such General Indemnification Claim. Upon determination of the Indemnification Amount in accordance with the preceding sentence, Acquiror shall promptly:
Distribution of Escrow Shares. At the times provided for in Section 12.3(b), the Escrow Shares shall be released and transferred by the Escrow Agent to the Majority Shareholder. The Purchaser will take such action as may be necessary to cause such securities to be issued in the names of the appropriate Persons;
Distribution of Escrow Shares. Escrow Shares shall be distributed to persons entitled thereto as and when provided in SCHEDULE 1. For each former stockholder of NaviCyte to whom Current Shares were available for exchange at the Effective Time (each being an "ENTITLED HOLDER"), promptly following such time as any amount of Escrow Shares (a "TRANCHE") may become distributable pursuant to SCHEDULE 1 (i.e., the related contingencies, including timing, with respect to such Tranche are met or observed pursuant to SCHEDULE 1), Trega shall cause to be distributed to such Entitled Holder a number of Escrow Shares which shall represent such Entitled Holder's proportionate amount of such Tranche (together with any cash in lieu of fractional shares as provided in Section 1.5(e) below); provided, however, that notwithstanding any other provision of this Agreement to the contrary (including, without limitation, SCHEDULE 1), if, when a distribution of Escrow Shares would otherwise occur under the provisions of this Agreement, Trega shall have made, in accordance with the provisions of Section 6.2 below, a good faith claim to exercise its Offset Right (as defined in Section 6.1(a) below) which claim has not been perfected or has otherwise been objected to (as provided in Section 6.3 below), an amount of such Escrow Shares having a value equal to the Damages (as defined in Section 6.1(a) below) at issue (pursuant to Section 6.2 below) shall be withheld from distribution until such time as either (x) the claim has been perfected, in which case the Offset Right shall apply against such shares, or (y) resolution of the objection has been ultimately determined (e.g., without the possibility of further appeal), in which case the consequences of such determination shall ensue. Each Entitled Holder's proportionate amount of a Tranche shall be the product of (A) multiplied by (B) where:
Distribution of Escrow Shares. The Escrow Agent shall not make any distribution of Escrow Shares from the Escrow Fund except as provided in this Article IV.
