Common use of Escrowed Shares Clause in Contracts

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 the aggregate value of the Escrowed Collateral subject thereto, the Escrow Agent shall have no liability or responsibility for any deficiency.

Escrowed Shares. Ramtron has delivered The Escrowed Shares shall be issued and outstanding for all purposes, including the right to Agent vote, and held in escrow by Weatherford until two years following the Closing Date; provided, however, that on the first anniversary of the Closing Date, Weatherford shall release a number of Escrowed Shares (or cash proceeds from the sale of Escrowed Shares, as directed by Tulsa, Holdings or the Shareholder Representative) such that the remaining Escrowed Shares (and cash proceeds, if applicable) held in escrow agent will have an aggregate value equal to the greater of (i) $1,250,000 (based on the Average Closing Price, if Weatherford Shares are all or a part of the escrow) and (ii) the amount of unresolved claims for indemnification for Acquiror Losses on such date; and provided further, that if on the Shareholders and Ramtron all certificates evidencing second anniversary of the Shareholders' ownership Closing Date, any claims for indemnification for Acquiror Losses have not been resolved, a number of the Escrowed SharesShares (and cash proceeds, accompanied by instruments if applicable) equal to the lesser of transfer duly executed in blank (i) the remainder of the Escrowed Shares (and cash proceeds, if applicable) or (ii) (a) the cash proceeds equal to the amount of unresolved claims for indemnification for Acquiror Losses, or (b) the number of Escrowed Shares (and cash proceeds, if applicable) equal to the amount of such unresolved claims for indemnification for Acquiror Losses divided by the ShareholdersAverage Closing Price, may continue to be held in escrow by Weatherford for so long as any of such claims for indemnification for Acquiror Losses have not been resolved. At any time Any dividends or times prior distributions paid or payable with respect 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 Shares shall notify the Shareholders also be deemed to constitute Escrowed Shares 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 shall be subject to the claim terms of this Section 1.4. If Tulsa or Holdings desires to sell any of their respective Escrowed Shares, Weatherford will effect such sale in accordance with instructions received from the Person requesting such sale and shall retain in escrow the net proceeds of such sale; provided that no such request shall be made until the expiration of 90 days after the Closing Date. Such cash deposited with Weatherford, including any interest earned thereon, shall be held in escrow and be deemed to constitute Escrowed Shares for purposes of this Agreement. All cash deposited with Weatherford shall earn interest at the same interest rate that Weatherford earns on its over-the-counter interest bearing deposit accounts. Subject to the following provisions of this Section 1.4, the Acquiror and Weatherford shall satisfy their rights to receive payments under Article VIII first by withdrawing Escrowed Shares (based on the Average Closing Price) as set forth above and any remainder to be paid shall be deducted from the cash proceeds received upon the sale of Escrowed Shares. Once all Escrowed Shares have been converted to cash or applied to satisfy rights to receive payments under Article VIII, any cash held in escrow may be used to satisfy any unpaid Acquiror Losses. Subject to the foregoing, Weatherford shall deliver to Tulsa and Holdings (in such proportions as such Persons received the Weatherford Shares) the Escrowed Shares and cash proceeds, if any, remaining upon termination of the escrow period described above. In order to withdraw Escrowed Shares or cash to satisfy its right to receive payments under Article VIII, the Acquiror or Weatherford must receive from Tulsa or Holdings (or, if Tulsa and Holdings are no longer in existence, the Shareholder Representative) a certificate executed by Tulsa, Holdings or the Shareholder Representative stating that the Acquiror and/or Weatherford is unliquidatedentitled to receive indemnity pursuant to this Agreement and stating the dollar amount of such indemnification to be disbursed; provided, Ramtron shall make a good faith estimate however, that in the event the parties agree that the Acquiror and/or Weatherford is entitled to receive indemnity but disagree as to the amount of such indemnity, Tulsa, Holdings and the claim for Shareholder Representative agree to deliver such certificate authorizing the withdrawal of the amount not in dispute; and provided, further, that no such certificate shall be required from Tulsa, Holdings or the Shareholder Representative if the Acquiror or Weatherford delivers to Tulsa, Holdings or the Shareholder Representative a copy of a decision of an arbitration body selected and convened in accordance with Section 12.12 stating that the Acquiror or Weatherford is entitled to receive indemnity pursuant to this Agreement and stating the dollar amount of such indemnification. For purposes of determining this Agreement, in the value of Escrowed Shares surrendered shall be equal to the number of Escrow Shares and amount of other Escrowed Collateral, if any, to be withheld such shares so surrendered multiplied 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 the aggregate value of the Escrowed Collateral subject thereto, the Escrow Agent shall have no liability or responsibility for any deficiencyAverage Closing Price.

Escrowed Shares. Ramtron has Proportionate Interest. In accordance with --------------------------------------- Section 1.9 of the Purchase Agreement, on the Closing Date (which date shall be set forth in a certificate of Monroe delivered to the Escrow Agent), Monroe, on behalf of the Xxxxxxx Stockholders, shall deposit with the Escrow Agent a number of shares of Monroe Common Stock (the "Escrowed Shares") equal to (a) $3,583,124 divided by (b) the price at which shares of Monroe Common Stock will be sold to the public in the initial underwritten public offering of shares of Monroe Common Stock (the "IPO Price"). Each Xxxxxxx Stockholder shall thereby contribute a number of shares of Monroe Common Stock pro rata based upon the ratio that the number of shares of common stock of Xxxxxxx Enterprises, Inc., par value $.01 per share ("Xxxxxxx Common Stock") held by such Xxxxxxx Stockholder bears to the total number of shares of Xxxxxxx Common Stock held by all Xxxxxxx Stockholders immediately prior to the Closing. Such pro rata interest shall be referred to as escrow agent such Xxxxxxx Stockholder's "Proportionate Interest." Although the Escrowed Shares shall be issued in the name of the Escrow Agent or its nominee, all Escrowed Shares shall be held by the Escrow Agent for the Shareholders benefit of the Xxxxxxx Stockholders. If during the term of this Agreement there is declared a stock dividend or stock split, all securities thereby issuable with respect to the Escrowed Shares shall be deposited hereunder and Ramtron all certificates evidencing shall be deemed "Escrowed Shares" for the Shareholders' ownership purposes of this Agreement. If during the term of this Agreement there is paid to the Escrow Agent any dividends in cash or other property (other than securities) in respect 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 such dividends 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 paid currently by the Escrow Agent if such claim is not resolved or otherwise adjudicated by to the Expiration DateXxxxxxx Stockholders in accordance with each Xxxxxxx Stockholder's Proportionate Interest. Such good faith estimate The Escrowed Shares shall be included in held for the Notice of Claim. If the Shareholders shall dispute a claim or Ramtron's estimate as to the amount benefit of the claim, the Shareholders shall give written notice thereof to Ramtron Xxxxxxx Stockholders and to disbursed by 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. The parties agree that for federal income tax purposes, such liquidated claim shall be deemed to have been acknowledged to be payable out the Xxxxxxx Stockholders will own the Escrowed Shares as 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 the aggregate value of the Escrowed Collateral subject thereto, the Escrow Agent shall have no liability or responsibility for any deficiencyClosing Date.

Escrowed Shares. Ramtron has delivered Subject to Agent Section 1.4 and Article 7, the Escrowed Shares shall be issued and outstanding for all purposes and held in escrow by Weatherford until the later to occur of (i) three years after the date of the filing of the Company's 1999 Tax returns and (ii) the completion and resolution of any Tax audits involving the Company (the "Termination Date"); provided, however, that if on the Termination Date any claims for indemnification for Buyer Losses have not been resolved or paid in full, such Termination Date shall be extended and any or all of the Escrowed Shares may be held in escrow by Weatherford for so long as any of such claims for indemnification for Buyer Losses have not been resolved or paid in full. Any dividends or distributions paid or payable with respect to the Escrowed Shares shall also be deemed to constitute Escrowed Shares and shall be subject to the terms of this Section 1.8. Following one year after the date hereof, if any Shareholder desires to sell any of such Shareholder's Escrowed Shares, Weatherford will release such shares provided that the Shareholder deposits with Weatxxxxxxx xx the Buyer an aggregate amount in cash equal to the number of Escrowed Shares withdrawn multiplied by $36.50 per share. To the extent the Escrowed Shares consist of cash, the Buyer or Weatherford can satisfy their rights to receive payments under Section 7.4 by withdrawing cash or shares or any combination thereof. Such cash deposited with Weatxxxxxxx xx the Buyer, including any interest earned thereon, shall be held in escrow agent and be deemed to constitute Escrowed Shares for purposes of this Agreement. All cash deposited with Weatxxxxxxx xx the Buyer shall earn interest at the same interest rate that Weatxxxxxxx xx the Buyer earns on its money investment account. Subject to the foregoing, Weatherford shall deliver to the Shareholders and Ramtron all certificates evidencing (in such proportions as the Shareholders' ownership of Shareholders received the Weatherford Shares) 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 remaining on the Escrow Agent if such claim is not resolved or otherwise adjudicated by the Expiration Termination 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 the aggregate value of the Escrowed Collateral subject thereto, the Escrow Agent shall have no liability or responsibility for any deficiency.

Escrowed Shares. Ramtron has Proportionate Interest. In accordance with --------------------------------------- Section 1.12 of the Merger Agreement, at the Effective Time (which time shall be set forth in a certificate of Mac-Gray delivered to the Escrow Agent), Mac-Gray shall deposit with the Escrow Agent ________ [insert 10% of total number of shares issued in Merger] shares of Mac-Gray Common Stock (the "Escrowed Shares") which constitute ten percent (10%) of the total number of shares of Mac-Gray Common Stock comprising the Merger Consideration. Each Intirion Stockholder and GECC shall be deemed to have contributed the number of shares of Mac-Gray Common Stock set forth opposite such Intirion Stockholder's and GECC's name on Schedule 1.2 which represents such Intirion Stockholder's and GECC's pro rata portion of the shares of Mac-Gray Common Stock issuable at the Effective Time to the Intirion Stockholders and GECC. (The pro rata portion for each Intirion Stockholder and GECC is set forth on Schedule 1.2 and is hereinafter referred as escrow agent such Intirion Stockholder's and GECC's "Proportionate Interest"). The Escrowed Shares shall be issued in the name of the Escrow Agent or its nominee. If during the term of this Agreement there is declared a stock dividend or stock split, all securities thereby issuable with respect to the Escrowed Shares shall be deposited hereunder and shall be deemed "Escrowed Shares" for the Shareholders and Ramtron all certificates evidencing purposes of this Agreement, in which event Mac-Gray shall deliver to the Shareholders' ownership Escrow Agent an updated Schedule 1.2. If during the term of this Agreement there is paid to the Escrow Agent any dividends in cash or other property (other than securities) in respect 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 such dividends 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 paid currently by the Escrow Agent if such claim is not resolved or otherwise adjudicated by to the Expiration DateIntirion Stockholders and GECC in accordance with each Intirion Stockholder's and GECC's Proportionate Interest. Such good faith estimate The Escrowed Shares 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 held and to disbursed by 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. The parties agree that for federal income tax purposes, such liquidated claim shall be deemed to have been acknowledged to be payable out GECC and the Intirion Stockholders will own the Escrowed Shares as 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 the aggregate value of the Escrowed Collateral subject thereto, the Escrow Agent shall have no liability or responsibility for any deficiencyEffective Time.