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.
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 and the share certificate along with a properly executed stock power, 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 and the share certificate along with a properly executed stock power. 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.
Escrowed Shares. Ramtron has delivered to Agent as escrow agent for the Shareholders and Ramtron all certificates evidencing the Shareholders' ownership of the Escrowed Shares, accompanied by instruments of transfer duly executed in blank by the Shareholders. At any time or times prior to one year from the date of this Agreement (the "Expiration Date") Ramtron may make claims against the Escrowed Collateral for amounts due for indemnification under Article 8 of the Merger Agreement. Ramtron shall notify the Shareholders and the Escrow Agent in writing of each such claim ("Notice of Claim"), including a brief description of the amount and nature of such claim. If the amount subject to the claim is unliquidated, Ramtron shall make a good faith estimate as to the amount of the claim for purposes of determining the number of Escrow Shares and amount of other Escrowed Collateral, if any, to be withheld by the Escrow Agent if such claim is not resolved or otherwise adjudicated by the Expiration Date. Such good faith estimate shall be included in the Notice of Claim. If the Shareholders shall dispute a claim or Ramtron's estimate as to the amount of the claim, the Shareholders shall give written notice thereof to Ramtron and to the Escrow Agent within 30 days after the date Ramtron's Notice of Claim was received by the Shareholders, in which case the Escrow Agent shall continue to hold the Escrowed Collateral in accordance with the terms of this Agreement; otherwise, such liquidated claim shall be deemed to have been acknowledged to be payable out of the Escrowed Collateral in the full amount thereof as set forth in the Notice of Claim and the Escrow Agent shall use its best efforts to pay such liquidated claim from the Escrowed Collateral to Ramtron within three business days after expiration of said 30-day period. Unliquidated claims shall not be paid by the Escrow Agent until liquidated, but the Set Aside Amount (as defined below) shall be reserved for payment upon such liquidation. Disputes as to Ramtron's good faith estimate of a claim shall be resolved as provided below. The value of Escrowed Collateral paid to satisfy a claim under this Agreement shall be allocated pro rata among the Shareholders based on their proportionate interests in the aggregate Escrowed Collateral. With respect to each Shareholder, the amount paid to satisfy a claim under this Agreement shall be deducted from the Escrowed Collateral allocable to such Shareholder. If the amount of the claim exceeds t...
Escrowed Shares. Each of the Selling Shareholders shall escrow twenty percent (20%) of the Common Stock to be issued to such Selling Shareholder to be available for distribution to Purchaser in the event of an Indemnified Claim not paid in cash by the Indemnifying Party. Such escrow shall expire on the date not less than two (2) years and sixty (60) days after the Date of Closing, when there shall be no pending Indemnification Claim for which notice has been given under Section 5.4, and upon such expiration any original share certificates shall be delivered to the owners
Escrowed Shares. 30 ARTICLE VI
Escrowed Shares. In accordance with the Escrow Agreement, the Escrowed Shares shall be released to Seller and the Individual Sellers, on the one hand, and/or Buyer, on the other hand, as follows:
Escrowed Shares. At all times while Escrowed Shares are held by the Escrow Agent pursuant to the Escrow Agreement, the Target Stockholders shall have the right to (i) exercise any voting rights with respect to the Escrowed Shares, and (ii) receive all products and proceeds of any of the Escrowed Shares, including all dividends, whether in the form of cash, stock or any other form, and any other rights and other property which the Target Stockholders are, from time to time, entitled to receive in respect of or in exchange for any or all of the Escrowed Shares. In addition, in the event of the issuance of shares of capital stock or other property as a result of a stock split, merger, consolidation, combination of shares or similar recapitalization, a reorganization or a mandatory conversion with respect to or affecting the Escrowed Shares that becomes effective during the term of this Escrow Agreement, the additional shares of capital stock or other property so issued, paid, exchanged or substituted (if any) with respect to the Escrowed Shares shall be added to or substituted or exchanged for the Escrowed Shares as Escrowed Shares hereunder.
Escrowed Shares. Immediately following the Closing, Parent shall deliver to the Escrow Agent a certificate or certificates for shares of Bridge Preferred with an aggregate Liquidation Preference (as defined in the Merger Agreement) of $20,000,000 (determined as set forth in Section 2.01(e) of the Merger Agreement) (the "STOCK ESCROW FUND"), to be registered in the name of Embassy & Co. as nominee of the Escrow Agent and held in escrow by the Escrow Agent as provided in this Agreement. The Cash Escrow Fund and the Stock Escrow Fund shall be known collectively as the "ESCROW FUNDS." The shares of Bridge Preferred being held in the Stock Escrow Fund shall be referred to as the "ESCROW SHARES". The Escrow Funds shall be held as trust funds and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any Target Stockholder or of any party hereto. The Escrow Agent agrees to accept delivery of the Escrow Funds and to hold each of the Cash Escrow Fund and the Stock Escrow Fund in a separate escrow account (collectively, the "ESCROW ACCOUNTS") subject to the terms and conditions of this Agreement.
Escrowed Shares. Each Company Shareholder shall escrow twenty percent (20%) of the Purchaser Common Stock to be issued to such Company Shareholder to be available for distribution to Purchaser in the event of an Indemnified Claim not paid in cash by the Indemnifying Party. The number of Purchaser Shares to be delivered to Purchaser in the event that there is an Indemnifiable Claim for which Purchaser Shares are to be distributed to satisfy such an Indemnifiable Claim pursuant to this Section 5.6 shall be calculated by dividing the amount of the award for the Indemnifiable Claim by the twenty-day average trading price of Purchaser Common Stock as quoted on the Nasdaq National Market System for the twenty-day period ending on the date that the Indemnifiable Claim is made. Such escrow shall expire on the date not less than eighteen (18) months after the Date of Closing, when there shall be no pending Indemnification Claim for which notice has been given under Section 5.4, and upon such expiration the share certificates shall be delivered to the Company Shareholders. Not later than the Closing Date the parties shall enter into a Pledge, Security and Escrow Agreement in substantially the form and substance attached hereto as Exhibit 5.6(a). In the event that Purchaser elects to waive the Profit Surplus Adjustment and the Profit Shortfall Adjustment pursuant to Section 1.3(h) hereof, the amount of Purchaser Common Stock placed in escrow pursuant to this Section 5.6 shall be increased by the amount of Purchaser Common Stock then in the escrow account established by Section 1.3(e) that is transferred to the escrow account established by this Section 5.6.
Escrowed Shares. The Escrow Agent agrees to accept delivery of the Escrowed Shares and to hold the Escrowed Shares in an escrow account (such account, the “General Escrow Account”), subject to the terms and conditions of this Agreement. The Escrowed Cash, the Escrowed Shares and any other cash or property held in either the Xxxxxx Escrow Account or the General Escrow Account are referred to herein as the “Escrowed Assets.” The Xxxxxx Escrow Account and the General Escrow Account are sometimes referred to herein collectively as the “Escrow Account.”
