Transfer of Escrow Shares Clause Samples

Transfer of Escrow Shares. No portion of the rights and interests of the Company Stockholders in the Escrow Fund may be sold, assigned, pledged, distributed or otherwise transferred, without the prior written consent of Parent.

Transfer of Escrow Shares. The Shareholders acknowledge and understand that the Escrow Shares have not been registered under the Securities Act of 1933 (the "Act") or any state securities laws, and that the transfer of the Escrow Shares is therefore restricted. The Escrow Shares are also subject to certain restrictions because they have been issued in a business combination accounted for as a pooling of interests (the "Pooling Restrictions"). Each of the foregoing restrictions is described in Section 1.8 of the Merger Agreement and in the legends printed on certificates representing the Escrow Shares. The Escrow Shares (i) can only be transferred if they are registered under the Act and any state securities laws or there is an available exemption from such registration and (ii) can only be sold (and the holder thereof may only reduce his risk relative thereto) after ESI has published financial results covering at least 30 days of combined operations following the Effective Time of the Merger. In the event an exemption becomes available or the Escrow Shares are registered under the Act during the term of this Agreement and after the Pooling Restrictions have lapsed, thereby permitting the transfer of such shares, ESI will notify the Escrow Agent to this effect, and ESI, the Shareholders and the Escrow Agent agree to amend this Agreement to provide that, subject to compliance with all procedural requirements requested by the Escrow Agent, (i) a Shareholder may direct the Escrow Agent to transfer the Escrow Shares for value, (ii) upon transfer, any value received for such Escrow Shares in excess of the Valuation Price will be promptly distributed to the Shareholder, and (iii) an amount equal to the Valuation Price will be retained by the Escrow Agent to satisfy Claims for the term of this Agreement.

Transfer of Escrow Shares. UBICS, upon receipt of any Holdback Escrow Shares (together with corresponding stock powers) shall have full legal and beneficial ownership of such Holdback Escrow Shares, and may either cancel such shares, hold them in treasury or reissue them as it deems appropriate.

Transfer of Escrow Shares. Any Notice of Claim received by the Shareholder Representative and the Escrow Agent pursuant to Section 3 above will be resolved as follows:

Transfer of Escrow Shares. The Parent shall be solely responsible for providing, at its cost and expense, any certification, opinion of counsel or other instrument or document necessary to comply with or satisfy any transfer restrictions to which the Escrow Shares are subject, including, without limitation, any opinion of counsel required to be delivered pursuant to any restrictive legend appearing on the certificate evidencing the Escrow Shares in connection with any distribution of Escrow Shares to be made by the Escrow Agent under or pursuant to this Escrow Agreement. Any such opinion of counsel shall include the Escrow Agent as an addressee or shall expressly consent to the Escrow Agent’s reliance thereon.

Transfer of Escrow Shares. (a) Any Neuromed Stockholder may transfer all or a portion of the interest of such Neuromed Stockholder in any shares of CombinatoRx Common Stock designated as Holdback Shares in the Escrow Fund that remain issued and outstanding as of the date of such transfer; provided that any transferee of the interest of such Neuromed Stockholder in the Holdback Shares must become a party to this Agreement and any purported transfer of the interest of such Neuromed Stockholder’s Holdback Shares to a person that does not become a party hereto shall be null and void ab initio. Each certificate representing Escrow Shares held in escrow shall have the following legend noted conspicuously thereon: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF THAT CERTAIN ESCROW AGREEMENT DATED JUNE 30, 2009 BY AND AMONG COMBINATORX, INCORPORATED, COMPUTERSHARE TRUST COMPANY, N.A., AS ESCROW AGENT, AND ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, AS STOCKHOLDER REPRESENTATIVE. THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER UNTIL RELEASED FROM SUCH RESTRICTIONS IN ACCORDANCE WITH THE TERMS OF SUCH ESCROW AGREEMENT. (b) During the term of this Agreement, the interests of the Neuromed Stockholders in the Milestone Shares shall not be assignable or transferable, except by operation of law or the laws of descent and distribution (and in either case the assignee or transferee shall be subject to the terms and conditions of this Agreement). During the term of this Agreement, the interest of CombinatoRx in the Escrow Shares shall not be assignable or transferable, except by operation of law (and assignee or transferee shall be subject to the terms and conditions of this Agreement). (c) The Escrow Agent is hereby granted the power to effect any transfer of the interest of such Neuromed Stockholder in any Escrow Shares permitted by this Agreement. CombinatoRx will cooperate (and cause its transfer agent to cooperate) with the Escrow Agent in promptly issuing stock certificates to effect such transfers (including the cancellation and reissuance of the stock certificates representing cancelled and other Escrow Shares).

Transfer of Escrow Shares. Red Hat, upon becoming entitled to any Escrow Shares in accordance with the terms of this Escrow Agreement and the Merger Agreement, shall have full legal and beneficial ownership of such Escrow Shares, and may either cancel such shares, hold them in treasury or reissue them as it deems appropriate.

Transfer of Escrow Shares