Escrow Agreement For Shares

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This Escrow Agreement for Shares is between an owner of certain corporate shares and an agent who agrees to hold the shares in escrow. This agreement sets out the relevant terms including the number of shares, transfer of shares and the owner's rights to vote the shares at a meeting.

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This Escrow Agreement for Shares is between an owner of certain shares and an escrow agent who agrees to hold these shares in escrow. This agreement sets out the specifics of the arrangement including its term, how the shares will be transferred to the agent and any obligations the shareholder agrees to undertake. It also sets forth the voting power of the escrowed shares and indemnification of the escrow agent. A written Escrow Agreement for Shares will prove useful in the event there are disagreements or misunderstandings about the location of issued shares and their voting powers.

This Escrow Agreement for Shares includes the following:
  • Parties: Sets out the names of the escrow agent and the owner of the shares;
  • Term: Commencement date and period of years the shares will be held in escrow;
  • Transfer of Shares: Shares shall not be sold or pledged during the term of this agreement except for transfers due to shareholder's incapacity or death;
  • Dividends: All dividends will be placed in an interest bearing account by the escrow agent;
  • Voting: Shareholder shall have the right to vote the shares at any and all shareholders meetings;
  • Indemnification/Fees: Shareholder agrees to hold the escrow agent harmless for any proceeding relating to this agreement and further agrees to pay all reasonable fees and costs the escrow agent may incur;
  • Signatures: The issuing company, the shareholder and escrow agent must sign this agreement.

Protect yourself and your rights by purchasing this attorney-prepared form.

This attorney-prepared package includes:
  1. General Information
  2. Instructions and Checklist
  3. Escrow Agreement for Shares
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Escrow Agreement for Shares
 

 

 
THIS ESCROW AGREEMENT made and entered into this _____ day of __________________, ______, among each of the shareholders (the “Shareholders”) of ABC Corporation (the "Company"), and _______________ (the "Escrow Agent").
 
Recitals:
 
1.   The Shareholders are the record and beneficial owners of common stock, par value ____ per share, of the Company, as stated under Exhibit A.
 
2.   The Shareholders wish to deposit their respective shares with the Escrow Agent.
 
 NOW, THEREFORE, in consideration of the premises and of the mutual covenants, terms and conditions hereinafter set forth, the parties hereto hereby agree as follows:
 
1.   Term. The term of this Agreement shall commence on ____________. The Shares will be deposited with the Escrow Agent and are to be held for a period of ________ years, unless released earlier in accordance with the terms of this Agreement.
 
2.   Transfer of Shares. During the term, none of the Shares shall be sold, pledged, hypothecated or otherwise transferred or delivered out of the escrow account except transfers by operation of law occasioned by the death or incapacity of the Shareholder shall be recorded upon presentation to the Company by the personal representative or guardian of a deceased or incapacitated Shareholder of appropriate documents regarding the necessity for transfer and of which transfer the Company has notified the Escrow Agent.
 
3.   Shareholders Obligations. During the term, all Shareholders shall remain subject to the restrictions imposed hereby, including those persons, if any, who become holders, by any means provided herein, of the Shares during the term.
 
4.   Dividends. If the Company issues any dividends to be paid on the Shares or in the event of a share split, recapitalization, merger, acquisition, spinoff or other transaction affecting the capitalization of the Company then, in such event, the distribution / dividends shall be held pursuant to the terms of this Agreement.  The Escrow Agent shall place the dividends in an interest bearing account.
 
5.   Voting Power.  During the term, the Shareholders shall have the right to vote at any and all shareholder meetings without restriction.
 
6.   Limitation of Liability of Escrow Agent.  The Escrow Agent shall not incur any liability to any person for any damages, losses or expenses, except for willful default or negligence and it shall, accordingly, not incur any such liability with respect to (1) any action taken or omitted in good faith upon advice of its counsel, counsel for the Company given with respect to any question relating to the duties and responsibilities of the Escrow Agent under this Agreement, and (2) any action taken or omitted in reliance upon any instrument, including written notices provided for herein, not only to its due execution and validity and effectiveness of its provisions, but also to the truth and accuracy of any information contained therein, which the Escrow Agent shall in good faith believe to be genuine, to have been signed and presented by a proper person or persons and to be in compliance with the provisions of this Agreement.
 
7.   Indemnification: The Company and the Shareholders agree to hold the Escrow Agent harmless from, and indemnify the Escrow Agent for, any and all costs of disbursements arising out of any administrative investigation or proceeding or any litigation commenced or threatened, relating to this Agreement, including without limitation, the implementation of this Agreement, the distribution of shares, the investment of funds, the interpretation of this Agreement or similar matters, provided that the Escrow Agent shall not be indemnified for any claims, costs, expenses or other liability arising from its bad faith or negligence or that of its employees, officers, directors or agents.
 
8.   Payment of Fees.  The Company shall be responsible for all reasonable fees and expenses of the Escrow Agent incurred by it in the course of performing hereunder.
 
9.   Notices.  All notices, demands or requests required or authorized hereunder shall be deemed given sufficiently if in writing and sent by registered mail or certified mail, return receipt requested and postage prepaid, or by tested telex, telegram or cable to, in the case of the Shareholder, the address as set forth in the records of the Escrow Agent.
    
In the case of the Escrow Agent to: _____________
 
In the case of the Company to: _________________
 
10.   Counterparts.  This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same Agreement.  Facsimile signatures shall be accepted by the parties hereto as original signatures for all purposes.
 
11.   Governing Law. This Agreement and of each part hereof shall be governed by the laws of the State of _____________, without regard to its choice of law rules.
 
IN WITNESS WHEREOF, the Shareholders, the Company, the Representative and the Escrow Agent have executed this Escrow Agreement on the day and year first above written to be effective as of the Effective Date.
 
 
___________________________________      ____________________________________
SHAREHOLDER               COMPANY
 
___________________________________
ESCROW AGENT
Number of Pages6
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43596
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Escrow Agreement for Shares
 

 

 
THIS ESCROW AGREEMENT made and entered into this _____ day of __________________, ______, among each of the shareholders (the “Shareholders”) of ABC Corporation (the "Company"), and _______________ (the "Escrow Agent").
 
Recitals:
 
1.   The Shareholders are the record and beneficial owners of common stock, par value ____ per share, of the Company, as stated under Exhibit A.
 
2.   The Shareholders wish to deposit their respective shares with the Escrow Agent.
 
 NOW, THEREFORE, in consideration of the premises and of the mutual covenants, terms and conditions hereinafter set forth, the parties hereto hereby agree as follows:
 
1.   Term. The term of this Agreement shall commence on ____________. The Shares will be deposited with the Escrow Agent and are to be held for a period of ________ years, unless released earlier in accordance with the terms of this Agreement.
 
2.   Transfer of Shares. During the term, none of the Shares shall be sold, pledged, hypothecated or otherwise transferred or delivered out of the escrow account except transfers by operation of law occasioned by the death or incapacity of the Shareholder shall be recorded upon presentation to the Company by the personal representative or guardian of a deceased or incapacitated Shareholder of appropriate documents regarding the necessity for transfer and of which transfer the Company has notified the Escrow Agent.
 
3.   Shareholders Obligations. During the term, all Shareholders shall remain subject to the restrictions imposed hereby, including those persons, if any, who become holders, by any means provided herein, of the Shares during the term.
 
4.   Dividends. If the Company issues any dividends to be paid on the Shares or in the event of a share split, recapitalization, merger, acquisition, spinoff or other transaction affecting the capitalization of the Company then, in such event, the distribution / dividends shall be held pursuant to the terms of this Agreement.  The Escrow Agent shall place the dividends in an interest bearing account.
 
5.   Voting Power.  During the term, the Shareholders shall have the right to vote at any and all shareholder meetings without restriction.
 
6.   Limitation of Liability of Escrow Agent.  The Escrow Agent shall not incur any liability to any person for any damages, losses or expenses, except for willful default or negligence and it shall, accordingly, not incur any such liability with respect to (1) any action taken or omitted in good faith upon advice of its counsel, counsel for the Company given with respect to any question relating to the duties and responsibilities of the Escrow Agent under this Agreement, and (2) any action taken or omitted in reliance upon any instrument, including written notices provided for herein, not only to its due execution and validity and effectiveness of its provisions, but also to the truth and accuracy of any information contained therein, which the Escrow Agent shall in good faith believe to be genuine, to have been signed and presented by a proper person or persons and to be in compliance with the provisions of this Agreement.
 
7.   Indemnification: The Company and the Shareholders agree to hold the Escrow Agent harmless from, and indemnify the Escrow Agent for, any and all costs of disbursements arising out of any administrative investigation or proceeding or any litigation commenced or threatened, relating to this Agreement, including without limitation, the implementation of this Agreement, the distribution of shares, the investment of funds, the interpretation of this Agreement or similar matters, provided that the Escrow Agent shall not be indemnified for any claims, costs, expenses or other liability arising from its bad faith or negligence or that of its employees, officers, directors or agents.
 
8.   Payment of Fees.  The Company shall be responsible for all reasonable fees and expenses of the Escrow Agent incurred by it in the course of performing hereunder.
 
9.   Notices.  All notices, demands or requests required or authorized hereunder shall be deemed given sufficiently if in writing and sent by registered mail or certified mail, return receipt requested and postage prepaid, or by tested telex, telegram or cable to, in the case of the Shareholder, the address as set forth in the records of the Escrow Agent.
    
In the case of the Escrow Agent to: _____________
 
In the case of the Company to: _________________
 
10.   Counterparts.  This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same Agreement.  Facsimile signatures shall be accepted by the parties hereto as original signatures for all purposes.
 
11.   Governing Law. This Agreement and of each part hereof shall be governed by the laws of the State of _____________, without regard to its choice of law rules.
 
IN WITNESS WHEREOF, the Shareholders, the Company, the Representative and the Escrow Agent have executed this Escrow Agreement on the day and year first above written to be effective as of the Effective Date.
 
 
___________________________________      ____________________________________
SHAREHOLDER               COMPANY
 
___________________________________
ESCROW AGENT

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