A Stock Escrow Agreement is a crucial document used in Australian corporate transactions where there is a need to hold shares in a controlled manner through a third party. This arrangement is commonly implemented during initial public offerings (IPOs), employee share schemes, merger and acquisition transactions, or when companies need to ensure share retention by key personnel. The agreement specifies how shares are held, managed, and eventually released, ensuring compliance with Australian corporate law and regulatory requirements. It's particularly important for companies listed or planning to list on the ASX, where mandatory escrow periods may apply to certain shareholders. The document includes detailed provisions about the escrow agent's duties, shareholder rights during the escrow period, and release conditions, all while ensuring compliance with the Corporations Act 2001 (Cth) and other relevant legislation.
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1. Parties: Identifies all parties to the agreement including the stockholder(s), company, and escrow agent
2. Background: Explains the context of the agreement, including the purpose of the escrow arrangement and relevant company details
3. Definitions: Defines key terms used throughout the agreement
4. Appointment of Escrow Agent: Formal appointment and acceptance of the escrow agent's role
5. Deposit of Escrow Shares: Details of the shares to be held in escrow, including quantity, class, and deposit process
6. Escrow Period: Specifies the duration of the escrow period and any relevant milestone dates
7. Voting Rights: Clarifies how voting rights are handled during the escrow period
8. Dividends and Distributions: Explains how dividends and other distributions are handled during escrow
9. Release Conditions: Specifies the conditions under which shares will be released from escrow
10. Escrow Agent's Duties: Details the responsibilities and obligations of the escrow agent
11. Fees and Expenses: Outlines the escrow agent's fees and how expenses will be handled
12. Representations and Warranties: Standard representations and warranties from all parties
13. Indemnification: Provisions for indemnifying the escrow agent and other parties
14. Termination: Circumstances and process for terminating the agreement
15. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.
1. Early Release Provisions: Used when there are specific circumstances allowing for early release of shares
2. Transfer Restrictions: Include when additional transfer restrictions beyond the escrow are needed
3. Tag-Along Rights: Include when minority shareholders need protection in case of majority share sales
4. Drag-Along Rights: Include when majority shareholders need the right to force minority holders to join in a sale
5. Performance Conditions: Used when share release is tied to specific performance metrics or milestones
6. Dispute Resolution: Detailed dispute resolution procedures when standard court jurisdiction is not preferred
7. Electronic Communications: Include when parties agree to accept electronic notices and communications
8. Force Majeure: Include when parties want protection from events beyond their control
1. Schedule 1 - Details of Escrow Shares: Detailed list of shares subject to escrow, including share certificates numbers and shareholder details
2. Schedule 2 - Release Schedule: Detailed timeline of when different tranches of shares will be released
3. Schedule 3 - Fees Schedule: Detailed breakdown of escrow agent fees and payment terms
4. Schedule 4 - Approved Form of Release Notice: Template for the formal notice required to release shares from escrow
5. Schedule 5 - Deed of Accession: Template for new parties to join the agreement if permitted
6. Appendix A - Escrow Agent Operating Procedures: Detailed procedures for the escrow agent's handling of shares and communications
7. Appendix B - Required Documentation: List of documents required for various actions under the agreement
Relevant legal definitions
Agreement
ASX
Business Day
Company
Completion Date
Corporations Act
Deed of Accession
Dispose
Effective Date
Encumbrance
Escrow Agent
Escrow Period
Escrow Shares
Event of Default
Holder
Holding Lock
Initial Public Offering
Listing Rules
Notice
Permitted Transfer
Related Body Corporate
Release Date
Release Notice
Restricted Securities
Security Interest
Share Certificate
Shareholder
Specified Event
Transfer Form
Voting Rights
CHESS
Controlling Interest
Dividend
Distribution
Force Majeure Event
Insolvency Event
Material Adverse Change
Operating Rules
Power of Attorney
Register
Registry
Representative
Security Holder
Subsidiary
Substantial Holding
Working Hours
ASX
Business Day
Company
Completion Date
Corporations Act
Deed of Accession
Dispose
Effective Date
Encumbrance
Escrow Agent
Escrow Period
Escrow Shares
Event of Default
Holder
Holding Lock
Initial Public Offering
Listing Rules
Notice
Permitted Transfer
Related Body Corporate
Release Date
Release Notice
Restricted Securities
Security Interest
Share Certificate
Shareholder
Specified Event
Transfer Form
Voting Rights
CHESS
Controlling Interest
Dividend
Distribution
Force Majeure Event
Insolvency Event
Material Adverse Change
Operating Rules
Power of Attorney
Register
Registry
Representative
Security Holder
Subsidiary
Substantial Holding
Working Hours
Clauses
Interpretation
Appointment of Escrow Agent
Deposit of Shares
Escrow Terms
Release Conditions
Voting Rights
Dividends and Distributions
Transfer Restrictions
Permitted Transfers
Rights and Obligations
Fees and Expenses
Representations and Warranties
Covenants
Indemnification
Confidentiality
Default
Termination
Force Majeure
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Electronic Execution
Counterparts
Appointment of Escrow Agent
Deposit of Shares
Escrow Terms
Release Conditions
Voting Rights
Dividends and Distributions
Transfer Restrictions
Permitted Transfers
Rights and Obligations
Fees and Expenses
Representations and Warranties
Covenants
Indemnification
Confidentiality
Default
Termination
Force Majeure
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Electronic Execution
Counterparts
Relevant Industries
Financial Services
Technology
Mining and Resources
Healthcare and Biotechnology
Professional Services
Real Estate
Retail
Manufacturing
Energy
Telecommunications
Relevant Teams
Legal
Corporate Governance
Finance
Compliance
Company Secretariat
Corporate Advisory
Investment Relations
Share Registry
Executive Management
Board of Directors
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Corporate Governance Manager
Share Plan Administrator
Investment Relations Manager
Corporate Transactions Manager
Board Director
Escrow Agent
Securities Lawyer
Financial Controller
Corporate Advisory Manager
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