A Stock Escrow Agreement serves as a critical instrument in various corporate transactions within the United States. This document is commonly used when shares need to be held in trust during mergers, acquisitions, employee stock ownership plans, or other corporate events. The agreement details the responsibilities of the escrow agent, conditions for release, voting rights, dividend treatments, and other essential terms. It ensures compliance with SEC regulations, state securities laws, and relevant corporate governance requirements. Stock Escrow Agreements are particularly important in protecting all parties' interests by providing a secure mechanism for share transfers and ensuring that predetermined conditions are satisfied before final distribution.
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1. Parties: Identifies all parties: Company, Stockholders, and Escrow Agent
2. Background/Recitals: Explains the context and purpose of the escrow arrangement
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 being placed in escrow
6. Term of Escrow: Duration of the escrow arrangement
7. Release Conditions: Conditions under which shares will be released from escrow
8. Escrow Agent's Duties: Responsibilities and obligations of the escrow agent
9. Fees and Expenses: Compensation and expense reimbursement for the escrow agent
10. General Provisions: Standard legal provisions including governing law, notices, etc.
1. Voting Rights: Provisions governing the rights to vote escrowed shares during the escrow period
2. Dividend Rights: Provisions governing the treatment of dividends on escrowed shares during the escrow period
3. Replacement of Escrow Agent: Process and conditions for replacing the escrow agent during the term
4. Tax Provisions: Special tax considerations and responsibilities of the parties regarding the escrowed shares
1. Schedule A - Stockholder Information: List of stockholders and their respective share quantities subject to escrow
2. Schedule B - Release Schedule: Detailed timeline and conditions for share releases from escrow
3. Exhibit A - Form of Release Notice: Template form for requesting release of shares from escrow
4. Exhibit B - Wire Instructions: Banking details for fee payments and other transfers
5. Exhibit C - Authorized Signatories: List of persons authorized to give instructions to escrow agent
Relevant legal definitions
Agreement
Applicable Law
Business Day
Company
Dispute
Distribution Date
Effective Date
Escrow Account
Escrow Agent
Escrow Fund
Escrow Period
Escrow Shares
Excluded Claims
Governmental Authority
Indemnification Claim
Losses
Notice
Party/Parties
Person
Release Conditions
Release Date
Release Notice
Representatives
Securities Act
Stockholder(s)
Stock Powers
Termination Date
Transfer
Transfer Agent
Voting Rights
Applicable Law
Business Day
Company
Dispute
Distribution Date
Effective Date
Escrow Account
Escrow Agent
Escrow Fund
Escrow Period
Escrow Shares
Excluded Claims
Governmental Authority
Indemnification Claim
Losses
Notice
Party/Parties
Person
Release Conditions
Release Date
Release Notice
Representatives
Securities Act
Stockholder(s)
Stock Powers
Termination Date
Transfer
Transfer Agent
Voting Rights
Clauses
Appointment of Escrow Agent
Deposit and Holding
Release Conditions
Distribution Mechanics
Voting Rights
Dividend Rights
Escrow Agent Duties
Escrow Agent Liability
Indemnification
Fees and Expenses
Termination
Replacement of Escrow Agent
Notices
Assignment
Amendment
Governing Law
Dispute Resolution
Force Majeure
Confidentiality
Representations and Warranties
Tax Matters
Severability
Entire Agreement
Counterparts
Third Party Rights
Compliance with Laws
Deposit and Holding
Release Conditions
Distribution Mechanics
Voting Rights
Dividend Rights
Escrow Agent Duties
Escrow Agent Liability
Indemnification
Fees and Expenses
Termination
Replacement of Escrow Agent
Notices
Assignment
Amendment
Governing Law
Dispute Resolution
Force Majeure
Confidentiality
Representations and Warranties
Tax Matters
Severability
Entire Agreement
Counterparts
Third Party Rights
Compliance with Laws
Relevant Industries
Relevant Teams
Relevant Roles
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