Delivery of Escrowed Shares. IF Franklin Audited Net Income (Loss) for 2002 is ($1,220,000) or Less .............5 (4)
Delivery of Escrowed Shares. Notwithstanding any other provision herein, the Escrow Agent shall deliver the Escrowed Shares as follows:
Delivery of Escrowed Shares. As soon as practicable but no later than three (3) business days following the Closing Date, SI pursuant to the terms of the Purchase Agreement shall deliver to the Escrow Agent the Escrowed Shares to be held pursuant to the terms of this Agreement and the Purchase Agreement. The Escrowed Shares shall be delivered to Fluorometrix as follows: one-half of the Escrowed Shares on a date 12 months following the Closing Date and the balance of the Escrowed Shares on a date 24 months following the Closing Date. During the Escrow Period, Fluorometrix shall be entitled to receive dividends paid by the Company with respect to the Escrowed Shares. Fluorometrix shall not assign any of the Escrowed Shares or any interest thereon during the period such Escrowed Shares are held. During such period the stock certificates for the Escrowed Shares shall bear in addition to the legend set forth in Section 4.15 of the Purchase Agreement, the following legend which shall be deleted upon delivery of the Escrowed Shares pursuant to this Agreement. "THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF AN ESCROW AGREEMENT, DATED NOVEMBER 14, 2011 AND SUCH SHARES OR ANY INTEREST THEREIN MAY NOT BE ASSIGNED DURING THE RELATED ESCROW PERIOD."
Delivery of Escrowed Shares. Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement) quepasa shall deliver to the Escrow Agent stock certificates representing the Escrowed Shares, duly endorsed in blank, or accompanied by stock powers duly endorsed in blank. The Shareholders shall be entitled to all dividends and distributions paid on, and to all voting rights relating to, the Escrowed Shares. The Escrowed Shares shall appear as issued and outstanding on the books and records of quepasa.
Delivery of Escrowed Shares. (a) Escrow Agent shall distribute the Escrow Shares to Target Members, as follows: 125,000 Escrow Shares to Xxxx Xxxxxx and 125,000 Escrow Shares to Xxxxx Xxxxx, if Escrow Agent receives on or before September 22, 2008 at least Five Hundred Thousand ($500,000) in good and available funds in accordance with, and from the Investors as such term is defined in, the Securities Purchase Agreement, in substantially the form of which is annexed hereto as Exhibit 1 (the “Securities Purchase Agreement”) for the sale of 500,000 shares of Series A Preferred Stock raising gross proceeds of at least $500,000.00.
Delivery of Escrowed Shares. Pursuant to the terms of the Purchase Agreement, concurrently with the execution of this Agreement the Buyer is depositing 1,256,913 Buyer Common Shares (the “Escrowed Shares”) with the Escrow Agent to be held by the Escrow Agent pursuant to and in accordance with the provisions of the Purchase Agreement and this Agreement. For the purposes of the foregoing, the Sellers Representative hereby directs that the Escrowed Shares be registered in the name of “CONTINENTAL STOCK TRANSFER & TRUST, AS ESCROW AGENT UNDER THE ESCROW AGREEMENT DATED [•], 2017”. The Escrow Agent hereby acknowledges that the Escrowed Share Amount (as defined below) is held in trust for the benefit of the Sellers.
Delivery of Escrowed Shares. The Escrow Agent shall not have the right to liquidate any investments held (including, without limitation, the Escrowed Shares), in order to provide funds necessary to make required payments under this Escrow Agreement other than payments payable to the Escrow Agent (but shall only have the right to liquidate the investments to the extent payments payable to the Escrow Agent are not made when due and provided, further, the Escrow Agent shall have given the Company and the Parent 10 days advance notice of its intent to so liquidate such investments and the Parent and the Company have not paid the amounts payable to the Escrow Agent). Rather, the Escrow Agent shall deliver the appropriate number of Escrowed Shares (as determined pursuant to paragraph 4(a) or 5 hereof) to the party entitled to them in accordance with the terms of this Agreement. Once the appropriate number of Escrowed Shares has been determined as provided in this Agreement, the Escrow Agent shall (if the Escrow Agent does not hold one or more certificates in the exact amount equal to that number of Escrowed Shares) deliver one or more certificates for the Escrowed Shares to the Transfer Agent with instructions to: (i) issue a certificate (in the name of the party entitled to such shares) for the appropriate amount of Escrowed Shares, (ii) issue a certificate (in the name of the Company) for the balance of the Escrowed Shares so delivered and (iii) return all such newly-issued certificates to the Escrow Agent. The Parent shall, and, subject to provision of documents or instruments reasonably requested by the transfer agent of the Company to facilitate the foregoing, shall cause the Transfer Agent to, comply with such instructions.
Delivery of Escrowed Shares. The delivery of the Escrowed Shares shall be by way of direction from the Purchaser to the Transfer Agent substantially in the form attached as Schedule 3.10 directing the Transfer Agent to prepare share certificates in the name of the Escrow Agent representing the aggregate Escrowed Shares for delivery to the Escrow Agent.
Delivery of Escrowed Shares. Any delivery by Escrow Agent of Escrowed Shares pursuant to Section 4(a) shall be effected by surrender to UniTek (or its transfer agent) of the Escrow Certificates representing all of the Escrowed Shares then in Escrow Agent’s possession, whereupon UniTek (or its transfer agent) shall promptly issue to Escrow Agent one or more new certificates representing the number of Escrowed Shares required to be delivered pursuant to Section 4(a), registered in the name of each Person to whom such Escrowed Shares are to be delivered, and Escrow Agent shall promptly deliver such new stock certificates to each such Person. In the event that less than all of the Escrowed Shares are delivered by Escrow Agent pursuant to Section 4(a), UniTek (or its transfer agent) shall promptly issue to Escrow Agent a new certificate or certificates representing the balance of the Escrowed Shares represented by the surrendered Escrow Certificate(s) remaining in the Escrow Fund and Escrow Agent shall reduce the Holder Accounts pro rata based on the Holders’ respective allocable portion of the UniTek Common Stock, as set forth on Schedule I hereto (the “Allocable Portion”), of the Escrowed Shares represented by such new certificate(s). On Escrow Agent’s request, Sellers’ Representative shall review and indicate its agreement in writing with Escrow Agent’s revision of Schedule I as provided in the immediately preceding sentence. Escrow Agent shall bear no responsibility for any delay in the re-registration or issuance of shares by UniTek (or its transfer agent) as provided in this paragraph.
Delivery of Escrowed Shares. The ESP Shares, plus Instruments of Transfer to LP as described in the Purchase and Sale Agreement, will be delivered to the Escrow Agent at a closing which is anticipated to occur on or about October 1, 2009
