Escrowed Securities Sample Clauses

Escrowed Securities. Notwithstanding any other provision of this Agreement to the contrary, at the Closing, LeukoSite, the Stockholders' Representatives and the Escrow Agent will execute and deliver an Escrow Agreement in the form attached hereto as EXHIBIT C (the "Escrow Agreement"), pursuant to which LeukoSite shall deliver to the Escrow Agent stock certificates representing twenty percent (20%) of the Aggregate Base Consideration Shares to be issued to the Stockholders (the "Escrowed Securities"), to be held in escrow pursuant to the terms of the Escrow Agreement until either (i) December 31, 1999, if but only if on or prior to December 31, 1999 there has not been a Claim against the Escrowed Securities pursuant to the terms of this Agreement and the Escrow Agreement or any exercise by LeukoSite of its right of set-off pursuant to the terms of this Agreement, or (ii) the second anniversary of the Closing Date, if on or prior to December 31, 1999 there has been a Claim against the Escrowed Securities pursuant to the terms of this Agreement and the Escrow Agreement or any exercise by LeukoSite of its right of set-off pursuant to the terms of this Agreement. Notwithstanding anything in this Section 4.3 to the contrary, a claim for an adjustment in the Aggregate Base Consideration Shares pursuant to Section 3.7(e) that is made on or prior to December 31, 1999 shall not be taken into account in determining whether the Escrowed Securitites
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Escrowed Securities. Redfall and Southtech acknowledge that certain of the securities of Amalco to be issued to the securityholders of Redfall and Southtech pursuant to the Amalgamation will be deposited into escrow in accordance with the policies of the TSXV. The parties further acknowledge that any securities of Amalco deposited into escrow shall be held in escrow and released as determined in accordance with the policies of the TSXV. The parties agree that the terms of the applicable escrow shall be negotiated by counsel for Redfall and Southtech and the TSXV and the parties agree to accept such terms as imposed by the TSXV. Such escrowed securities of Amalco shall be held in escrow, pursuant to an escrow agreement prescribed by the TSXV.
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Escrowed Securities. 2.6 Acclaro acknowledges and agrees that the Bastion Shares to be issued to or for the benefit of Persons who will be “Principals” (as defined in the policies of the CNSX) of Bastion following the completion of the Transaction will be subject to escrow conditions prescribed by the CNSX pursuant to the terms of an escrow agreement in a form compliant with National Policy 46-201F1 (“NP 46-201F1”) and containing the terms applicable to an emerging issuer as set out in NP 46-201F1 (the “Escrow Agreement”).
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Escrowed Securities. 2 Section 2.1 Initial Deposit of Escrowed Warrants............................... 2 Section 2.2 Additional Deposit of Escrowed Warrants............................ 2 Section 2.3 Release to the Beneficiaries....................................... 2 Section 2.4
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Escrowed Securities. The term "
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Escrowed Securities. UMS acknowledges and agrees that the Scarlet Exchange Shares to be issued to or for the benefit of persons who will be Principals (as defined in the policies of the CNSX) of Scarlet following the completion of the Share Exchange will be subject to escrow in accordance with the policies of the CNSX.
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Escrowed Securities. Section 2.01. Deposits in the Escrow Fund. Concurrently with the sale and delivery of the Refunding Obligations the Issuer shall deposit, or cause to be deposited, with the Escrow Agent, for deposit in the Escrow Fund, the funds and Escrowed Securities described in the Report, and the Escrow Agent shall, upon the receipt thereof, acknowledge such receipt to the Issuer in writing.
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Escrowed Securities. The parties agree that if a lawsuit is filed in accordance with Section 7.9 above alleging a material breach of this Agreement, any Securities that have not been sold or pledged by the Company as of the date of the filing of such claim shall be transferred to Jxx Xxxxxx, P.A., as Escrow Agent, to be held in escrow pursuant to the terms of an escrow agreement to be mutually agreed to by the parties until such time as the claim is resolved.
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Escrowed Securities. Until such time, if any, when the Escrowed Securities may be required hereunder to be delivered to a person entitled to indemnification under the Merger Agreement, such Escrowed Securities will remain for the benefit of the respective Stockholders. The Escrow Agent shall be under no obligation to preserve, protect or exercise rights in the Escrowed Securities, and shall be responsible only for reasonable measures to maintain the physical safekeeping thereof and otherwise for the performance and observance of such duties on its part as are expressly set forth in this Agreement; except that it shall, at the written request of the Stockholders' Representatives given to the Escrow Agent at least three Business Days prior to the date on which the Escrow Agent is requested therein to take any action, deliver to the Stockholders' Representative a proxy or other instrument in the form supplied to it by the Stockholders' Representative for voting or otherwise exercising any right of consent with respect to any of the Escrowed Securities held by it hereunder, to authorize therein the Stockholders' Representatives to exercise such voting or consent authority in respect of the Escrowed Securities. The Escrow Agent shall not be responsible for forwarding to any Party, notifying any Party with respect to, or taking any action with respect to, any notice, solicitation or other document or information, written or otherwise, received from an issuer or other person with respect to the Escrowed Securities, including by not limited to, proxy material, tenders, options, the pendency of calls and maturities and expiration of rights. Any dividends or other distributions in respect of Escrowed Securities, and any securities issued upon the conversion, redemption, or exchange of the Escrowed Securities, will be deposited with the Escrow Agent in escrow hereunder immediately upon payment or issuance, accompanied by written notice to the Escrow Agent identifying such deposit of dividends or other distributions.
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Related to Escrowed Securities

  • Escrowed Shares a. With respect to the Escrowed Shares, upon an event of default as set forth in the Pledge Agreement, the Escrow Agent shall send written notice to the Transfer Agent ("Escrow Notice") to transfer such number of Escrow Shares as set forth in the Escrow Notice to the Buyers. Upon receipt of an Escrow Notice, the Transfer Agent shall promptly transfer such number of Escrow Shares to the Buyers as shall be set forth in the Escrow Notice delivered to the Transfer Agent by the Escrow Agent. Further, the Transfer Agent shall promptly transfer such shares from the Buyers to any subsequent transferee promptly upon receipt of written notice from the Buyers or their counsel. If the Escrow Shares are not registered for sale under the Securities Act of 1933, as amended, then the certificates for the Escrow Shares shall bear the legend set forth in Section 1b.

  • Issued Securities All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition:

  • The Deposited Securities SECTION 4.1

  • Legended Securities Each certificate for a Note will bear the legend contained in “Notice to Investors” in the Preliminary Offering Memorandum for the time period and upon the other terms stated in the Preliminary Offering Memorandum.

  • Uncertificated Securities The Collateral Interest shall be delivered in uncertificated form.

  • Certificated Securities Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests in Restricted Global Securities shall not be entitled to receive physical delivery of certificated Securities.

  • Escrow Shares If any Escrow Shares are deliverable to the Company in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the Company, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers such Escrow Shares to the Company. Until such time as (if at all) the Escrow Shares are required to be delivered in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each Make Good Pledgor; provided that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange.

  • Deposited Securities The term “

  • Book-Entry Preferred Securities (a) A Global Preferred Security may be exchanged, in whole or in part, for Definitive Preferred Securities Certificates registered in the names of the Owners only if such exchange complies with Section 5.7 and (i) the Depositary advises the Administrative Trustees and the Property Trustee in writing that the Depositary is no longer willing or able properly to discharge its responsibilities with respect to the Global Preferred Security, and no qualified successor is appointed by the Administrative Trustees within ninety (90) days of receipt of such notice, (ii) the Depositary ceases to be a clearing agency registered under the Exchange Act and the Administrative Trustees fail to appoint a qualified successor within ninety (90) days of obtaining knowledge of such event, (iii) the Administrative Trustees at their option advise the Property Trustee in writing that the Trust elects to terminate the book-entry system through the Depositary or (iv) a Note Event of Default has occurred and is continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Administrative Trustees shall notify the Depositary and instruct the Depositary to notify all Owners of Book-Entry Preferred Securities, the Delaware Trustee and the Property Trustee of the occurrence of such event and of the availability of the Definitive Preferred Securities Certificates to Owners of the Preferred Securities requesting the same. Upon the issuance of Definitive Preferred Securities Certificates, the Trustees shall recognize the Holders of the Definitive Preferred Securities Certificates as Holders. Notwithstanding the foregoing, if an Owner of a beneficial interest in a Global Preferred Security wishes at any time to transfer an interest in such Global Preferred Security to a Person other than a QIB, such transfer shall be effected, subject to the Applicable Depositary Procedures, in accordance with the provisions of this Section 5.6 and Section 5.7, and the transferee shall receive a Definitive Preferred Securities Certificate in connection with such transfer. A holder of a Definitive Preferred Securities Certificate that is a QIB may, upon request, and in accordance with the provisions of this Section 5.6 and Section 5.7, exchange such Definitive Preferred Securities Certificate for a beneficial interest in a Global Preferred Security.

  • Consideration Shares The Consideration Shares, when issued in accordance with the terms and conditions of this Agreement, will be fully paid and non-assessable.

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