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Form #690

Escrow of Stock to Secure Purchases

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Escrow of Stock to Secure Purchases - free to use

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Escrow of stock to secure purchases.

To: _________ National Bank, Escrow Agent

1. _________ Corporation (called "debtor") is indebted to _________ and _________(together called "sellers" and, individually, "seller") under a purchase agreement dated _________. _________, a Delaware corporation (called "Delaware") may become indebted to the sellers under bonds that may be delivered pursuant to the purchase agreement. You need not concern yourself with the terms of the purchase agreement or the bonds.

2. Debtor is delivering _________ shares of stock of ABC Corporation (called "collateral") issued in the name of debtor, together with a blank stock power signed by debtor assigning the collateral. You will hold these as escrow agent and will not cause the collateral to be transferred into any other name except in accordance with your instructions.

3. Upon receipt of an affidavit of the sellers that debtor is in default in making a payment under the purchase agreement or that Delaware is in default in making a payment under the bonds and describing the default in reasonable detail, you will promptly deliver to debtor or Delaware (whichever corporation is alleged to have defaulted) a photostat of the affidavit.

(a). If you do not receive, within 30 days after delivery of the photostat to the defaulting corporation, an affidavit of the president or chief financial officer of the corporation that the described default has not occurred, you will deliver the collateral and the stock power to sellers.

(b). If, within 30 days after delivery of the photostat to the defaulting corporation, you receive an affidavit of the president or chief financial officer of the corporation, that the described default has not occurred, you will continue to hold the collateral and the stock power pending:

(i) The receipt by you of a joint order of either debtor or Delaware and any one seller relating to the disposition of the collateral; or

(ii) The receipt by you of a certified copy of a final order of a court relating to the disposition of the collateral, and the affidavit of sellers or an officer of Delaware that no appeal has been taken from the order and that the time for an appeal has expired. You will deliver a photostat of the order and affidavit to the other party or parties within 24 hours after receipt by you.

4. Upon receipt of an affidavit of the president or chief financial officer of debtor or Delaware that debtor and Delaware are no longer indebted to the sellers, you will deliver to sellers a photostat of the affidavit.

(a). If you do not receive, within 30 days after delivery of the photostat to sellers, an affidavit from sellers that debtor or Delaware are still indebted to sellers under the purchase agreement or bonds, and describing the indebtedness in reasonable detail, you will deliver the collateral and stock power to debtor.

(b). If, within 30 days after delivery of the photostat to sellers, you receive an affidavit of sellers that debtor or Delaware are still indebted to sellers under the purchase agreement or bonds, and describing the indebtedness in reasonable detail, you will continue to hold the collateral and the stock power pending:

(i) The receipt by you of a joint order of either debtor or Delaware and any one seller relating to the disposition of the collateral; or

(ii) The receipt by you of a certified copy of a final order of a court relating to the disposition of the collateral, and the affidavit of sellers or an officer of Delaware that no appeal has been taken from that order and that the time for an appeal has expired. You will deliver a photostat of the order and affidavit to the other party or parties within 24 hours after receipt by you.

5. At any time within two years from this date debtor and/or Delaware may deliver to you (i) an affidavit of its president or chief financial officer that ABC Corporation has been liquidated and its assets and business transferred to debtor, (ii) certificates representing all of the shares of stock of debtor, and (iii) a blank stock power signed by Delaware assigning the shares. Upon receipt you will (i) send a photostat of the affidavit to sellers, and (ii) deliver the collateral and stock power assigning the collateral to debtor. These shares of debtor will then become the collateral.

6. No provision of these instructions shall be deemed to modify or supersede the terms of the pledge agreement dated _________ between debtor, Delaware and sellers.

7. Debtor will pay your fees and costs prior to the time that control over the collateral passes to sellers, after which time sellers will pay your fees and costs.

8. All notices shall be in writing. Notices and deliveries to the parties may be directed to them at their addresses

set forth beneath their signatures below. Any party may change the address to which notice may be sent to him or her by notice to all other parties. All notices and deliveries shall be effective when sent by registered or certified mail, addressed as stated above.

9. The rights and liabilities of the present parties shall bind and inure to the benefit of their respective successors, executors, administrators, heirs and assigns. No change or division of the rights of any seller, however accomplished, shall be binding upon you or upon debtor until receipt by you and by debtor of notice signed by seller or seller's duly qualified personal representative and all assigns of seller, stating the nature of the change or division and designating one person and one address to which all future notices and deliveries may be directed. This person shall be the only person to whom notices, affidavits and deliveries need be made, and shall be the only person who may give affidavits and notices on behalf of the seller.

In witness, etc.

Contributed by
Vacuum Technologies LLC
 
Name of Firm Vacuum Technologies LLC
Total Forms Contributed 53
 

See All Vacuum Technologies LLC's Forms
 

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Terms Of Use

Submissions to this site, including any legal or business forms, posts, responses to questions or other communications by contributors are not intended as and should not be construed as legal advice. You are strongly encouraged to consult competent legal council before engaging in any action based upon content contained on this site.

These downloadable forms are only for personal use. Retransmission, redistribution, or any other commercial use is prohibited. This includes reposting forms from this site to another site offering free legal or other document forms for download.

Please note that the donator may have included different usage terms regarding this form, and you agree to abide by these terms. It is highly recommended that you have a licensed attorney review any legal documents for which you are searching in order to make sure that your needs are being properly and completely satisfied.

Your use of this site constitutes your acceptance of our terms of use and your agreement to hold this site, its officers, employees and any contributors to this site harmless for any damage you might incur from your use of any submissions contained on this site. If you do not agree to the above terms, please do not proceed.

These forms are provided to assist business owners and others in understanding important points to consider in different transactions. They are offered with the understanding that no legal advice, accounting, or other professional service is being offered by these documents or on this website. Laws vary in the different states. Agreements acceptable in one state may not be enforced the same way under the laws of another state. Also, agreements should relate specifically to the particular facts of each situation. Therefore, it is important to consult legal counsel whenever utilizing these forms. The Forms are not a substitute for legal advice YourFreeLegalForms.com is not engaged in recommending or referring members on the site or making claims about the competence, character or qualifications of its participating members.
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