Escrow Contract Clauses (228)

Escrow. As security for Purchaser's faithful performance of this Agreement, Purchaser agrees, immediately upon receipt of the stock certificate(s) evidencing the Shares, to deliver such certificate(s), together with the Stock Powers executed by Purchaser and by Purchaser's spouse, if any (with the date, transferee, certificate number and number of Shares left blank), to the Secretary of the Company or other designee of the Company (the "Escrow Holder"), who is hereby appointed to hold such certificate(s...) and Stock Powers in escrow and to take all such actions and to effectuate all such transfers and/or releases of such Shares as are in accordance with the terms of this Agreement. Escrow Holder will act solely for the Company as its agent and not as a fiduciary. Purchaser and the Company agree that Escrow Holder will not be liable to any party to this Agreement (or to any other party) for any actions or omissions unless Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of Escrow Holder under this Agreement. Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Agreement. The Shares will be released from escrow upon termination of the Repurchase Option and the Right of First Refusal. View More

Escrow. The Founder shall, upon the execution of this Agreement, execute Joint Escrow Instructions in the form attached to this Agreement as Exhibit A. The Joint Escrow Instructions shall be delivered to the Treasurer of the Company, as escrow agent thereunder. The Founder shall deliver to such escrow agent a stock assignment duly endorsed in blank, in the form attached to this Agreement as Exhibit B, and hereby instructs the Company to deliver to such escrow agent, on behalf of the Founder, the certifi...cate(s) evidencing the Shares issued hereunder. Such materials shall be held by such escrow agent pursuant to the terms of such Joint Escrow Instructions. View More

Escrow. Escrow shall be opened upon execution of this Agreement by both parties. A copy of this Agreement will be delivered to the Title Company and will serve as escrow instructions together with the Title Company's standard instructions, any additional instructions required by Seller and/or Buyer or their respective counsels, and any additional instructions required by the Title Company to clarify its rights and duties. The parties agree to sign these additional instructions. If there is any conflict ...between these other instructions and this Agreement, this Agreement shall control. View More

Escrow. To insure the availability for delivery of the Unreleased Shares in the event of the application of the Forfeiture Restriction, Participant appoints the Secretary of the Company, or such other person designated by the Administrator from time to time as escrow agent, as its attorney-in-fact to sell, assign and transfer unto the Company, such Unreleased Shares, if any, forfeited pursuant to the Forfeiture Restriction, together with any Retained Distributions paid thereon pursuant to Section 1(c) a...nd held by the Company, and shall deliver and deposit with the Secretary of the Company, or such other person designated by the Administrator from time to time, the share certificate(s) representing the Shares, together with the Stock Assignment. The Unreleased Shares and Stock Assignment (and any Retained Distributions) shall be held by the Secretary of the Company, or such other person designated by the Administrator from time to time, in escrow, until the Shares are forfeited as provided in Section 2(a), until such Shares are fully released from the Forfeiture Restriction or until such time as this Agreement no longer is in effect. Upon release of the Unreleased Shares from the Forfeiture Restriction, the escrow agent shall as soon as reasonably practicable deliver to Participant the certificate or certificates representing such Shares in the escrow agent's possession belonging to Participant, and the escrow agent shall be discharged of all further obligations hereunder. The Company, or its designee, shall not be liable for any act it may do or omit to do with respect to holding the Shares (or any Retained Distributions) in escrow and while acting in good faith and in the exercise of its judgment. View More

Escrow. The Participant shall, upon the execution of this Agreement, execute Joint Escrow Instructions in the form attached to this Agreement as Exhibit A. The Joint Escrow Instructions shall be delivered to the Secretary of the Company, as escrow agent thereunder. The Participant shall deliver to such escrow agent a stock assignment duly endorsed in blank, in the form attached to this Agreement as Exhibit B, and hereby instructs the Company to deliver to such escrow agent, on behalf of the Participant,... the certificate(s) evidencing the Shares issued hereunder. Such materials shall be held by such escrow agent pursuant to the terms of such Joint Escrow Instructions. -5- 9. Restrictive Legends. All certificates representing Shares shall have affixed thereto legends in substantially the following form, in addition to any other legends that may be required under federal or state securities laws: "The shares of stock represented by this certificate are subject to restrictions on transfer and an option to purchase set forth in a certain Restricted Stock Agreement between the corporation and the registered owner of these shares (or such owner's predecessor in interest), and such Agreement is available for inspection without charge at the office of the Secretary of the corporation." "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold, transferred or otherwise disposed of in the absence of an effective registration statement under such Act or an opinion of counsel satisfactory to the corporation to the effect that such registration is not required." 10. Provisions of the Plan. This Agreement is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Agreement. View More

Escrow. 7.1 Appointment of Agent. To ensure that shares subject to the Unvested Share Reacquisition Right (the "Company Reacquisition Rights") will be available for reacquisition or repurchase by the Company, the CEO and the Company hereby appoint the Secretary of the Company, or any other person designated by the Company, as their agent and as 12WEST\245959304.8 attorney-in-fact for the CEO (the "Agent") to hold any and all Remaining Shares and to sell, assign and transfer to the Company any such Remai...ning Shares reacquired or repurchased by the Company pursuant to the Company Reacquisition Rights. The CEO understands that appointment of the Agent is a material inducement to make this Agreement and that such appointment is coupled with an interest and is irrevocable. The Agent shall not be personally liable for any act the Agent may do or omit to do hereunder as escrow agent, agent for the Company, or attorney in fact for the CEO while acting in good faith and in the exercise of the Agent's own good judgment, and any act done or omitted by the Agent pursuant to the advice of the Agent's own attorneys shall be conclusive evidence of such good faith. The Agent may rely upon any letter, notice or other document executed by any signature purporting to be genuine and may resign at any time. 7.2 Establishment of Escrow. The CEO authorizes the Company to deposit with the Agent each certificate evidencing the Remaining Shares acquired pursuant to this Agreement and an Assignment Separate from Certificate with respect to the Remaining Shares duly endorsed (with date and number of shares blank) in the form attached to the Agreement, to be held by the Agent under the terms and conditions of this Section 7 (the "Escrow"). Upon the occurrence of an Ownership Change Event or a change, as described in Section 7, in the character or amount of any outstanding stock of the corporation the stock of which is subject to the provisions of this Agreement, any and all new, substituted or additional securities or other property to which the CEO is entitled by reason of his or her ownership of the shares that remain, following such Ownership Change Event or change described in Section 7, subject to any of the Company Reacquisition Rights shall be immediately subject to the Escrow to the same extent as the shares immediately before such event. The Company shall bear the expenses of the Escrow. 7.3 Delivery of Shares to the CEO. The Escrow shall continue with respect to any Remaining Shares for so long as such Remaining Shares remain subject to any of the Company Reacquisition Rights. Upon termination of all of the Company Reacquisition Rights with respect to the Remaining Shares, the Company shall so notify the Agent and direct the Agent to deliver such number of Remaining Shares to the CEO. As soon as practicable after receipt of such notice, the Agent shall cause to be delivered to the CEO the Remaining Shares specified by such notice, and the Escrow shall terminate with respect to such Remaining Shares. 7.4 Notices and Payments. In the event the Remaining Shares and any other property held in escrow are subject to the Company's exercise of any of its Company Reacquisition Rights, the notices required to be given to the CEO shall be given to the Agent, and any payment required to be given to the CEO shall be given to the Agent. Within thirty (30) days after payment by the Company, the Agent shall deliver the Remaining Shares and any other property which the Company has reacquired to the Company and shall deliver the payment received from the Company to the CEO. 13WEST\245959304.8 8. ADJUSTMENT TO SHARES SUBJECT TO AGREEMENT. If, from time to time during the term of this Agreement, there is any stock dividend or liquidating dividend of cash or property, stock split, reverse stock split, recapitalization, reclassification or other similar change in the character or amount of any of the outstanding securities of the Company, then, in such event any and all new, substituted or additional securities or other property to which the CEO is entitled by reason of his ownership of Remaining Shares will be immediately subject to the provisions of this Agreement on the same basis as all Remaining Shares originally acquired hereunder, and will be included in the word "Remaining Shares" for all purposes of this Agreement with the same force and effect as the Remaining Shares presently subject to this Agreement. View More

Escrow. (a) Until all restrictions have lapsed, the Company's Corporate Secretary or such other person as the Administrator may appoint as escrow holder, shall retain custody of the stock certificates or book-entry shares representing the restricted Shares subject to the Award; provided, however, that in no event shall Grantee retain physical custody of any certificates representing restricted Shares awarded to him or her. (b) Grantee further agrees that simultaneously with his or her execution of the A...ward Agreement, he or she shall execute stock powers in favor of the Company with respect to the restricted Shares granted hereunder in the form attached hereto and that he or she shall promptly deliver such stock powers to the Company. (c) When all restrictions have lapsed and the Company delivers to Grantee the certificates in respect of Shares or book-entry Shares, Grantee shall also receive back the related stock powers held by the Company. View More

Escrow. the Company and Pubco have delivered an irrevocable instruction letter in the form attached hereto as Exhibit E to Continental Stock and Trust Company ("CST"), as trustee pursuant to the Investment Management Trust Agreement (the "Trust Agreement"), dated as of September 14, 2017, by and between the Company and CST, instructing CST to deliver from the Trust Account an amount (Investor's "Escrow Amount") equal to the number of Backstop Shares held by Investor and not redeemed in accordance with t...his Agreement multiplied by the Redemption Price to a segregated escrow account (the "Escrow Account") with CST, as escrow agent (the "Escrow Agent"), pursuant to an escrow agreement substantially in the form of Exhibit A hereto by and among Pubco, the Company, Investor, the Broker and the Escrow Agent (the "Escrow Agreement"). In the event that the Business Combination Agreement is terminated and the Closing does not occur, Investor shall retain its rights as a public holder of Common Stock pursuant to the terms of the Trust Agreement. For purposes hereof, the "Redemption Price" means an amount equal to the price at which each share of Common Stock is redeemed from Public Stockholders (as defined below) pursuant to the Redemption. View More

Escrow. In respect of each Offering, the Company and Wainwright shall enter into an escrow agreement with a third party escrow agent pursuant to which Wainwright's compensation shall be paid from the gross proceeds of the Securities sold. The Company shall bear the cost of the escrow agent.