Escrowing of Shares Sample Clauses

Escrowing of Shares. 1. Earmark and hold escrowed shares in a shareholder's account to secure compliance with executed letters of intent or for other purposes as provided in authorization instructions.
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Escrowing of Shares. For good and valuable consideration, including the performance of the obligations of the other parties hereto described herein, and in connection with the Merger, promptly following the Closing (but no later than 3 Business Days following the date of the Closing), Pubco shall instruct Continental Stock Transfer & Trust Company, in its capacity as the Exchange Agent, to deliver to Continental Stock Transfer & Trust Company, in its capacity as escrow agent (the “Escrow Agent”), certain Pubco Common Shares (the “Escrowed Shares”), in accordance with the terms of the A&R Business Combination Agreement. The Escrowed Shares are 5,500,000 Pubco Common Shares, which represent the maximum number of Pubco Common Shares that could be distributed to CSR Holders (assuming all such CSR Holders constituted Qualifying CSR Holders and all CSRs were outstanding as of the CSR Maturity Date) pursuant to the terms of this Agreement, with such Escrowed Shares to be held in escrow pursuant to an escrow agreement (the “Escrow Agreement”) in a form to be mutually agreed, and only released in accordance with the terms thereof.
Sample 1
Escrowing of Shares. For good and valuable consideration, including the performance of the obligations of the other parties hereto described herein, promptly following the Closing (but no later than three Business Days following the date of the Closing), Sponsors shall collectively deliver to Continental Stock Transfer & Trust Company (the “Escrow Agent”) a number of shares of Common Stock equal to the maximum number of shares of Common Stock that could become issuable to CVR Holders (assuming all such CVR Holders constituted Qualifying CVR Holders and all CVRs were outstanding as of the CVR Maturity Date) pursuant to the terms of this Agreement as determined as of the Closing (the “Escrowed Shares”) pursuant to an escrow agreement (the “Escrow Agreement”) substantially in the form attached hereto as Exhibit A, with such Escrowed Shares to be held in escrow and only released in accordance with the terms thereof.
Sample 1
Escrowing of Shares. For good and valuable consideration, including the performance of the obligations of the other parties hereto described herein, and in connection with the Merger, promptly following the Closing (but no later than 3 Business Days following the date of the Closing), TortoiseCorp III shall instruct Continental Stock Transfer & Trust Company, in its capacity as the Exchange Agent, to deliver to Continental Stock Transfer & Trust Company, in its capacity as escrow agent (the “Escrow Agent”), certain TortoiseCorp III Common Shares (the “Escrowed Shares”), in accordance with the terms of the Business Combination Agreement. The Escrowed Shares are 5,500,000 TortoiseCorp III Common Shares, which represent the maximum number of TortoiseCorp III Common Shares that could be distributed to CSR Holders (assuming all such CSR Holders constituted Qualifying CSR Holders and all CSRs were outstanding as of the CSR Maturity Date) pursuant to the terms of this Agreement, with such Escrowed Shares to be held in escrow pursuant to an escrow agreement (the “Escrow Agreement”) in a form to be mutually agreed, and only released in accordance with the terms thereof.
Sample 1
Escrowing of Shares. For good and valuable consideration, including the performance of the obligations of the other parties hereto described herein, promptly following the Closing (but no later than 3 Business Days following the date of the Closing), Pubco shall instruct Continental Stock Transfer & Trust Company, in its capacity as Pubco’s transfer agent (the “Transfer Agent”), deliver to Continental Stock Transfer & Trust Company, in its capacity as escrow agent (the “Escrow Agent”) 3,000,000 shares of Common Stock (the “Escrowed Shares”), representing 2,250,000 shares of Common Stock withheld from the Merger Consideration otherwise issuable to Company Stockholders pursuant to Section 1.9 of the Merger Agreement and 750,000 shares of Common Stock withheld from the shares of Common Stock otherwise issuable to the Sponsor, as a holder of Purchaser Common Stock, pursuant to Section 1.11(b) of the Merger Agreement. The Escrowed Shares represent the maximum number of shares of Common Stock that could be distributed to CVR Holders (assuming all such CVR Holders constituted Qualifying CVR Holders and all CVRs were outstanding as of the CVR Maturity Date) pursuant to the terms of this Agreement, with such Escrowed Shares to be held in escrow pursuant to an escrow agreement (the “Escrow Agreement”) substantially in the form attached hereto as Exhibit A, and only released in accordance with the terms thereof.
Sample 1

Related to Escrowing of Shares

  • Voting of Shares Parent shall vote all shares of Company Stock beneficially owned by it or any of its Subsidiaries in favor of adoption of this Agreement at the Company Stockholder Meeting.

  • OFFERING OF SHARES (a) NLD shall have the right to buy from the Funds the Shares needed to fill unconditional orders for Shares of the Funds placed with NLD by investors or selected dealers or selected agents (each as defined in Section 12 hereof) acting as agent for their customers’ or on their own behalf. Alternatively, NLD may act as the Funds’ agent, to offer, and to solicit offers to subscribe to, Shares of the Funds.

  • Listing of Shares The Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation of the ADSs, and Ordinary Shares on each Trading Market on which each is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Shares and/or ADSs on such Trading Markets and promptly secure the listing of all of the ADSs and Shares on such Trading Markets. The Company further agrees, if the Company applies to have the Ordinary Shares or ADSs traded on any other Trading Market, it will then include in such application all of the ADSs, Shares, and will take such other action as is necessary to cause all of the ADSs, Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its ADSs and Ordinary Shares on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to use commercially reasonable efforts to maintain the eligibility of the ADSs for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

  • Issuance of Shares of Stock As soon as practicable following each Vesting Date (but in no event later than two and one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares.

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