Common use of Escrow Shares Clause in Contracts

Escrow Shares. For so long as the Escrow Shares remain in escrow with the Escrow Agent in accordance with the terms of this Agreement, (a) any dividends payable in cash with respect to the Escrow Shares and all voting and other shareholder rights (under law or pursuant to any documentation to which the Company is a party or otherwise bound) applicable to the Escrow Shares shall be paid to and retained by, as applicable, each Stockholder, but any dividends payable in shares or other non-cash property shall be delivered to the Escrow Agent to be held in accordance with the terms of this Agreement, and (b) should the Escrow Agent receive cash dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to each Stockholder and shall not be invested or held for any time longer than is needed to effectively re-route such items to each Stockholder. In the event that the Escrow Agent receives a communication from the Company requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, then such cash or exchanged shares shall be redeposited with the Escrow Agent. Each Stockholder shall be responsible for all of his or her respective taxes resulting from any such conversion or exchange.

Escrow Shares. For so long as the Escrow Shares remain in escrow with the Escrow Agent in accordance with the terms of this Agreement, (a) any dividends payable in cash with respect to the Escrow Shares and all voting and other shareholder rights (under law or pursuant to any documentation to which the Company is a party or otherwise bound) applicable to the Escrow Shares shall be paid to and retained by, as applicable, each StockholderShareholder, but any dividends payable in shares or other non-cash property shall be delivered to the Escrow Agent to be held in accordance with the terms of this Agreement, and (b) should the Escrow Agent receive cash dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to each Stockholder Shareholder and shall not be invested or held for any time longer than is needed to effectively re-route such items to each StockholderShareholder. In the event that the Escrow Agent receives a communication from the Company requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that securities of an acquiring company, then such cash or exchanged shares (the “Exchange Shares”) shall be redeposited with the Escrow Agent. Each Stockholder Shareholder shall be responsible for all of his or her respective taxes resulting from any such conversion or exchange. Subsequent to such conversion, the parties hereto shall negotiate and enter into a supplement agreement to effectuate the cancellation of the Exchange Shares in the event that the net income requirement set forth under 4(c)(iii) hereof is not satisfied.

Escrow Shares. For so long If any Escrow Shares are deliverable to the Investors pursuant to the SPA and in accordance with this Agreement, the Company covenants and agrees to cooperate with its transfer agent, and the Company agrees to use its best efforts, to aid the Escrow Agent in issuing the Escrow Shares pursuant hereto. Until such time as the Escrow Shares remain in escrow with are required to be delivered pursuant to the Escrow Agent SPA and in accordance with the terms of this Agreement, (a) any dividends payable in cash with respect to of the Escrow Shares and all voting and other shareholder rights (under law or pursuant to any documentation to which the Company is a party or otherwise bound) applicable to the Escrow Shares shall be paid to and retained by, as applicable, each Stockholder, but any dividends payable in shares or other non-cash property shall be delivered to by the Escrow Agent to be held in accordance with the terms of this Agreement, and (b) should Company. Should the Escrow Agent receive cash dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be promptly passed immediately on to each Stockholder the Company and shall not be invested or held for any time longer than is needed to effectively re-route deliver such items to each Stockholderthe Company. In the event that the Escrow Agent receives a communication from the Company requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring companyanother entity, then such the Escrow Agent shall solicit and follow the written instructions of the Company; provided, that the cash or exchanged shares shall are instructed to be redeposited with into the Escrow AgentAccount. Each Stockholder The Company shall be responsible for all of his or her respective taxes resulting from any such conversion or exchange.