Escrowed Consideration. (i) As partial security for the indemnity obligations provided for in Section 8.2 hereof, at the Effective Time, an aggregate amount equal to the Escrow Amount will be withheld from the aggregate Per Share Cash Consideration and Preferred Share Preference Per Share otherwise payable to the Shareholders and from the Vested Option Consideration otherwise payable to Participating Optionholders pursuant to Sections 1.2(c) and 1.2(e)(ii), in such amounts attributed to each Shareholder and Participating Optionholder as set out in the Spreadsheet, and deposited by the Sub with the Escrow Agent. Such deposit of the Escrow Amount will constitute an escrow fund (the Escrow Amount, or balance thereof, together with any interest paid on such amount, being referred to as the “Escrow Fund”) to be held and dealt with by the Escrow Agent in accordance with the terms of the Escrow Agreement. The Escrow Agreement will provide that the Escrow Fund will be held for a period of 24 months from the Closing Date. (ii) As security for the indemnity obligations in respect of matters set forth in Section 8.2(a)(x) of the Disclosure Schedule, at the Effective Time, an aggregate amount equal to the Special Escrow Amount will be withheld from the aggregate Per Share Cash Consideration and Preferred Share Preference Per Share otherwise payable to the Shareholders and from the Vested Option Consideration otherwise payable to Participating Optionholders pursuant to Sections 1.2(c) and 1.2(e)(ii), in such amounts attributed to each Shareholder and Participating Optionholder as set out in the Spreadsheet, and deposited by the Sub with the Escrow Agent. Such deposit of the Special Escrow Amount will constitute an escrow fund separate from the Escrow Fund (the Special Escrow Amount, or balance thereof, together with any interest paid on such amount, being referred to as the “Special Escrow Fund”) to be held and dealt with by the Escrow Agent in accordance with the terms of the Escrow Agreement. The Escrow Agreement will provide that the Special Escrow Fund will be held for a period of 24 months from the Closing Date. (iii) Notwithstanding Section 1.2(c), the Parent Common Stock deliverable on behalf of Sub to each of the Founders pursuant to Section 1.2(c), as set out in the Spreadsheet, will be issued at Closing to the Founders but shall be subject to the vesting conditions set out in Schedule 1.2(d) hereto (including the requirement that such Parent Common Stock be placed in an account with Parent’s transfer agent for the benefit of the Founders subject to the vesting conditions but the Founders shall retain the right to vote any such unvested ▇▇▇▇▇▇ ▇▇▇▇▇▇ Stock and to receive dividends thereon). The Parent and each of the Founders agree that they will treat the transfer of such Parent Common Stock as other than a compensatory transfer and neither party shall take a Tax reporting position (including withholding) inconsistent with such treatment, except as otherwise required by Legal Requirements or a Governmental Entity. (iv) Notwithstanding Section 1.2(c), a portion of the Per Share Cash Consideration payable by Sub to ▇▇▇▇▇▇ ▇▇▇▇▇▇ pursuant to Section 1.2(c), as specified in Schedule 1.2(d) hereto, will not be paid at Closing to ▇▇▇▇▇▇ ▇▇▇▇▇▇ but shall be subject to the vesting conditions set out in Schedule 1.2(d) hereto. The Parent and ▇▇▇▇▇▇ ▇▇▇▇▇▇ agree that they will treat the transfer of such portion of the Per Share Cash Consideration as other than a compensatory transfer and neither party shall take a Tax reporting position (including withholding) inconsistent with such treatment, except as otherwise required by Legal Requirements or a Governmental Entity. (v) An aggregate amount equal to the Expense Amount, will be withheld from the aggregate Per Share Cash Consideration and Preferred Share Preference Per Share otherwise payable to the Shareholders and from the Vested Option Consideration otherwise payable to Participating Optionholders pursuant to Sections 1.2(c) and 1.2(e)(ii), in such amounts attributed to each Shareholder and Participating Optionholder as set out in the Spreadsheet, and deposited by the Sub with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Professional Corporation in trust pursuant to Section 8.7(d) hereof.
Appears in 1 contract
Escrowed Consideration. (i) As partial security for the indemnity obligations provided for in Section 8.2 hereof, at the Effective Time, an aggregate amount equal 1.1 Each Stockholder hereby authorizes Republic to deliver to the Escrow Amount will be withheld from Agent on behalf of such Stockholder, simultaneously with the aggregate Per Share Cash execution and delivery of this Escrow Agreement, a stock certificate or certificates registered in the name of such Stockholder representing its pro rata interest in the Escrowed Consideration as set forth on Schedule I hereto (as to each Stockholder, the "Pro Rata Interest"); and Preferred Share Preference Per Share otherwise payable each Stockholder is delivering to the Shareholders and from the Vested Option Consideration otherwise payable to Participating Optionholders pursuant to Sections 1.2(c) and 1.2(e)(ii)Escrow Agent a stock transfer power or powers executed by such Stockholder in blank, in such amounts attributed to each Shareholder and Participating Optionholder as set out in the Spreadsheet, and deposited by the Sub with the Escrow Agent. Such deposit of the Escrow Amount will constitute an escrow fund (the Escrow Amount, or balance thereof, together with any interest paid on such amount, being referred to as the “Escrow Fund”) to be held for use in connection with the shares of Republic Common Stock to be included in the Escrowed Consideration. By execution of this Agreement and dealt with by of Schedule I hereto, the Escrow Agent hereby acknowledges receipt of such certificates and stock powers. Copies of the certificates evidencing the Escrowed Consideration are attached hereto as Exhibits "A" and "B."
1.2 Each Stockholder hereby authorizes delivery directly to the Escrow Agent (and each agrees that it will deliver to the Escrow Agent if it shall first receive the same) all shares of Republic Common Stock issued or issuable to such Stockholder as a result of any stock dividend or stock split, with respect to the Escrowed Consideration. Such additional shares shall be registered in the name of such Stockholder, shall become part of the Escrowed Consideration and shall be treated as Escrowed Consideration hereunder with the same effect as if such shares had been delivered to the Escrow Agent simultaneously with the execution and delivery of this Escrow Agreement.
1.3 While any Escrowed Consideration is held in escrow hereunder, each Stockholder will have all rights (including voting rights and the right to receive cash dividends or distributions) with respect thereto in accordance with the terms its Pro Rata Interest of the Escrow Agreement. The Escrow Agreement will provide that the Escrow Fund will be held for a period of 24 months from the Closing Date.Escrowed Consideration, except
(iia) As security for the indemnity obligations in respect right of matters set forth in Section 8.2(a)(xpossession and (b) of the Disclosure Schedule, at the Effective Time, an aggregate amount equal to the Special Escrow Amount will be withheld from the aggregate Per Share Cash Consideration and Preferred Share Preference Per Share otherwise payable to the Shareholders and from the Vested Option Consideration otherwise payable to Participating Optionholders pursuant to Sections 1.2(c) and 1.2(e)(ii), in such amounts attributed to each Shareholder and Participating Optionholder as set out in the Spreadsheet, and deposited by the Sub with the Escrow Agent. Such deposit of the Special Escrow Amount will constitute an escrow fund separate from the Escrow Fund (the Special Escrow Amount, or balance thereof, together with any interest paid on such amount, being referred to as the “Special Escrow Fund”) to be held and dealt with by the Escrow Agent in accordance with the terms of the Escrow Agreement. The Escrow Agreement will provide that the Special Escrow Fund will be held for a period of 24 months from the Closing Date.
(iii) Notwithstanding Section 1.2(c), the Parent Common Stock deliverable on behalf of Sub to each of the Founders pursuant to Section 1.2(c), as set out in the Spreadsheet, will be issued at Closing to the Founders but shall be subject to the vesting conditions set out in Schedule 1.2(d) hereto (including the requirement that such Parent Common Stock be placed in an account with Parent’s transfer agent for the benefit of the Founders subject to the vesting conditions but the Founders shall retain the right to vote receive any such unvested ▇▇▇▇▇▇ ▇▇▇▇▇▇ Stock and to receive dividends thereon). The Parent and each shares of the Founders agree that they will treat the transfer of such Parent Republic Common Stock as other than a compensatory transfer and neither party shall take a Tax reporting position (including withholding) inconsistent with such treatment, except as otherwise required by Legal Requirements or a Governmental Entity.
(iv) Notwithstanding referred to in Section 1.2(c), a portion of the Per Share Cash Consideration payable by Sub to ▇▇▇▇▇▇ ▇▇▇▇▇▇ pursuant to Section 1.2(c), as specified in Schedule 1.2(d) hereto, will not be paid at Closing to ▇▇▇▇▇▇ ▇▇▇▇▇▇ but shall be subject to the vesting conditions set out in Schedule 1.2(d) hereto. The Parent and ▇▇▇▇▇▇ ▇▇▇▇▇▇ agree that they will treat the transfer of such portion of the Per Share Cash Consideration as other than a compensatory transfer and neither party shall take a Tax reporting position (including withholding) inconsistent with such treatment, except as otherwise required by Legal Requirements or a Governmental Entity.
(v) An aggregate amount equal to the Expense Amount, will be withheld from the aggregate Per Share Cash Consideration and Preferred Share Preference Per Share otherwise payable to the Shareholders and from the Vested Option Consideration otherwise payable to Participating Optionholders pursuant to Sections 1.2(c) and 1.2(e)(ii), in such amounts attributed to each Shareholder and Participating Optionholder as set out in the Spreadsheet, and deposited by the Sub with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Professional Corporation in trust pursuant to Section 8.7(d) 1.2 hereof.
Appears in 1 contract