Share Escrow Clause Samples

Share Escrow. Pledgor hereby places into escrow with the Escrow Agent (as defined hereinafter in the Escrow Agreement attached to the Loan Agreement as Schedule “C”) the Units and all and every of its interest therein, and Pledgor shall immediately upon execution hereof deliver to the Escrow Agent: 2 (a) the share certificates representing the shares of common stock of Pure Play and the share purchase warrants to acquire additional shares of common stock of Pure Play forming the Units; and (b) if received by Pledgor prior to or after escrow of the Units herewith and before payment of the Loan or after realisation by the Lender of the Units in execution of its recourses to recover the Loan, all additional shares of stock of, or equity interest in, Pure Play from time to time acquired by Pledgor in any manner arising by share dividend, stock split, or otherwise of the Units, and the certificates representing such additional shares (any such additional shares shall constitute part of the Units under and as defined in this Agreement), and all products and proceeds of any of such additional Units, including, without limitation, all dividends, cash, instruments, subscriptions, warrants and any other rights and options and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any and all of such additional Units; (c) an undated stock transfer power of attorney which is medallion stamped with respect to the Units; and (d) an undated resolution of the board of directors of Pillsbury approving the transfer of the Pledged Shares in accordance with the terms of this Agreement.

Share Escrow. (a) At the Closing, Textura Parent shall issue in the name of Seller and deliver to Escrow Holder the Holdback Textura Shares, to be held in escrow during the Holdback Period in accordance with the terms of this Section 6.1. Within five (5) Business Days after the expiration of the Holdback Period, Escrow Holder shall, without further action or notice by Purchaser or Seller, deliver to Seller and/or the Unitholders, as applicable pursuant to Section 6.1(c), the Holdback Textura Shares; provided, that: (i) If any Purchaser Indemnified Party makes an indemnification claim from time to time pursuant to Section 8.5 or 8.6 and either (i) obtains a final, non-appealable judgment or award awarding Losses to such Purchaser Indemnified Party in connection therewith or (ii) Purchaser and Seller otherwise agree in writing that such Purchaser Indemnified Party is entitled to recover Losses in connection therewith, such Purchaser Indemnified Party shall be entitled to recover such Losses from the Holdback Textura Shares, and the number of Holdback Textura Shares to be delivered to Seller upon the expiration of the Holdback Period shall be reduced (but not below zero) by that number of shares which is equal to the quotient obtained by dividing (x) the amount of Losses so awarded or agreed by (y) the Per Share Price; and (ii) If upon the expiration of the Holdback Period there are any pending indemnification claims made by Purchaser pursuant to Section 8.5 or 8.6 that have not been resolved by a final, non-appealable judgment or award or by the mutual agreement of Purchaser and Seller (such claims, the “Post-Holdback Period Disputed Claims”), then Escrow Holder shall continue to hold in escrow (until final resolution in accordance with Section 6.1(b)), out of the Holdback Textura Shares to be delivered pursuant to this Section 6.1(a) at the expiration of the Holdback Period, that number of shares which is equal to the quotient obtained by dividing (x) the aggregate amount of Losses then claimed by Purchaser to have been suffered by the Purchaser Indemnified Parties in connection with all such Post-Holdback Period Disputed Claims by (y) the Per Share Price (it being understood that the Escrow Holder shall retain all remaining Holdback Textura Shares in escrow if the number of shares determined pursuant to the foregoing calculation exceeds the number of Holdback Textura Shares then held in escrow). The number of shares so retained by Escrow Holder is referred to herein as ...

Share Escrow. (a) Simultaneous with the execution of this Agreement, the Company agrees to deliver one hundred five million (105,000,000) shares of Common Stock to the Escrow Agent to be held in Escrow, pursuant to the terms of the Escrow Agreement. (b) Simultaneous with the effectiveness of the Registration Statement, the Company shall deliver to the Transfer Agent and the Escrow Agent, the notice of effectiveness of the Registration Statement. (c) The Common Stock shall be maintained with the Escrow Agent until the termination of Investor's obligations under this Agreement ("Escrow ------ Period"). At such time, the Escrow Agent, upon written notice from the ------ Company, shall release the unissued share certificates back to the Transfer Agent within five (5) Business Days thereafter.

Share Escrow. (a) Simultaneous with the execution of this Agreement, the Company agrees to deliver twenty million (20,000,000) shares of Common Stock to the Share Escrow Agent to be held in Escrow pursuant to the terms of the Securities Joint Escrow Instructions annexed hereto as Exhibit B. (b) Simultaneous with the effectiveness of the Registration Statement, the Company shall deliver to the Transfer Agent and the Share Escrow Agent, the Securities Joint Escrow Instructions in the form annexed hereto as Exhibit B. (c) The Common Stock shall be maintained with the Share Escrow Agent until the termination of Purchaser's obligations under this Agreement ("Escrow Period"). At such time, the Share Escrow Agent, upon written notice from the Company, shall release the unissued share certificates back to the Transfer Agent for the Company within five (5) business days thereafter.

Share Escrow. The Escrow Shares shall be delivered by Metz▇▇▇ ▇▇ behalf of the Shareholders, pro rata in accordance with their respective Pro Rata Percentages, to the Harr▇▇ ▇▇▇st and Savings Bank, Chicago, Illinois, pursuant to an Escrow Agreement in the form set forth in Exhibit C attached hereto (the "ESCROW AGREEMENT") (such shares and the proceeds and products thereof, while subject to the Escrow Agreement, being referred to herein as the "ESCROW FUND").

Share Escrow. (a) On the Closing Date, Parent shall deliver, or cause to be delivered, to the Share Escrow Agent, as soon as practicable after the Closing Date, by restricted book entry at Parent’s transfer agent, the Escrow Shares registered in the name of the Share Escrow Agent for the benefit of Sellers’ Representative, which shall be held in a segregated account (the “Share Escrow Account”) administered by the Share Escrow Agent in accordance with this Agreement and the Share Escrow Agreement in order to (i) satisfy any EBITDA Shortfall or Revenue Shortfall pursuant to Section 2.5 and (ii) secure certain of the obligations of the Sellers pursuant to Section 9.2(a). (b) The Parties agree that the Sellers shall be treated, on the basis of their Proportionate Share, as the owners of the Escrow Shares for U.S. federal income Tax purposes for so long as such shares are in the Share Escrow Account, and the Parties shall file all Tax Returns consistent with such treatment. Effective as of the Closing, the Sellers shall have the right to vote, on a Proportionate Share basis, each of the Escrow Shares until such Escrow Shares are released to Parent or a Purchaser Indemnitee and, if applicable, resold as if each Seller was the owner of record of such Escrow Shares. Until the Escrow Shares have been released hereunder, an amount equal to any dividends or distributions that would have been payable to each Seller on a Proportionate Share basis if the Escrow Shares had been released prior to the record date for such dividends or distributions shall be delivered by Parent to the Sellers, on a Proportionate Share basis (the “Distribution Amount”). If any securities of Parent or any other Person are included in the Distribution Amount, then any dividends or distributions in respect of or in exchange for any of such securities in the Distribution Amount, whether by way of stock splits or otherwise, shall be included in the “Distribution Amount”, and will be released to the Sellers, on a Proportionate Share basis. (c) The Escrow Shares shall be released from the Share Escrow Account in accordance with Section 9.5 hereof. In furtherance thereof, on the Closing Date, simultaneously with the establishment of the Share Escrow Account contemplated by this Section 2.6, the Sellers’ Representative shall establish a brokerage account (the “Sellers’ Rep Brokerage Account”) with a broker-dealer mutually acceptable to the Parties (the “Sellers’ Rep Broker”), to receive any Escrow Shares released...

Share Escrow. (a) Simultaneous with the execution of this Agreement, the Company agrees to deliver twenty million (20,000,000) shares of Common Stock to the Share Escrow Agent for Escrow, pursuant to the terms of the Securities Escrow Agreement annexed hereto as Exhibit 2.4 (a).. (b) Simultaneous with the effectiveness of the Registration, the Company shall deliver to the transfer agent and the Share Escrow Agent, the Irrevocable Instructions in the form annexed hereto as Exhibit 1. (c) The Common Stock shall be maintained with the Share Escrow Agent until the earlier of: (a) notice is given by the Company under Section 2.2(h), or (b) the termination of Purchaser's obligations under this Agreement ("Escrow Period"). At such time, the Share Escrow Agent, upon written notice from the Company, shall release the unissued share certificates back to Corporate Stock Transfer, Inc., the transfer agent for the Company within five (5) business days thereafter.

Share Escrow. (a) ▇▇▇▇ and the Shareholders hereby designate and appoint ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, as the escrow agent to hold and deliver the Optioned Shares and to serve as escrow agent in accordance with the terms and conditions of this Agreement. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ hereby accepts such designation and appointment. The Shareholders shall concurrently with the execution and delivery of this Agreement, deposit the Optioned Shares, with duly executed stock powers endorsed in blank attached, with ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ or such account at a financial institution or other escrow agent designated in accordance with subsection 3.1(g) hereof for the purposes hereinafter set forth (hereinafter, together with such other securities, cash or other assets as shall be required to be escrowed as set forth in Section 4.1 hereof, the "Share Escrow").

Share Escrow. 11 2.12. Shareholders' Representative.............................. 11 3.