Liquidation of Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period(s) specified in the Prospectus.
Liquidation of Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period(s) specified in the Prospectus. WITNESS the execution of this Agreement as of the date first above written. PHOENIX INDIA ACQUISITION CORP. By: Name: Title INITIAL STOCKHOLDERS: ______________________________________ Xxxx Xxxxxxxx ______________________________________ Xxxxxx Xxxxxx ______________________________________ Xxxxxxx Xxxxxxx ______________________________________ Xxxxx Xxxxxxxxxx ______________________________________ Xxxxx Xxxxxx ______________________________________ Xxxxx Xxxxxx ______________________________________ Xxxxxxxxxx Xxxxxxxxx ______________________________________ Xxxxx Xxxxxxxxxx ______________________________________ Xxx Xxxxxxxx-Xxxxxxxxxx ______________________________________ Xxxxx Xxxxxxxxxx, on behalf of Xxxxxx Xxxxxxxxxx-Xxxxxxxx ______________________________________ Xxxxx Xxxxxxxxxx, on behalf of Xxxxxxxx Xxxxxxxxxx-Xxxxxxxx THE MORNINGSTAR TRUST ______________________________________ Trustee THE SUNRISE TRUST ______________________________________ Trustee THE XXXX TRUST ______________________________________ Trustee THE AURORA TRUST ______________________________________ Trustee AMERICAN STOCK TRANSFER & TRUST COMPANY By: Name: Title: EXHIBIT A Name of Initial Stockholder Number of Shares Stock Certificate Number Date of Insider Letter Xxxxx Xxxxxx 20,000 Xxxxx Xxxxxx 20,000 Xxxxxxxxxx Xxxxxxxxx 20,000 Xxxxxx Xxxxxx 838,439 Xxxx Xxxxxxxx 742,187 Xxxxx Xxxxxxxxxx 15,000 Xxx Xxxxxxxx-Xxxxxxxxxx 15,000 Xxxxx Xxxxxxxxxx, as Custodian for, Xxxxxx Xxxxxxxxxx-Xxxxxxxx 15,000 Xxxxxxxx Xxxxxxxxxx-Xxxxxxxx 15,000 Xxxxx Xxxxxxxxxx 682,187 The Morningstar Trust 74,219 The Sunrise Trust 74,219 The Xxxx Trust 296,874 The Aurora Trust 296,875 EXHIBIT B Escrow Agent Fees
Liquidation of Company. In the event that the Executive's ---------------------- employment with the Company is terminated by the Company or its estate following or in connection with the conversion of the Company's Chapter 11 Case to a case under Chapter 7 of the United States Bankruptcy Code or other liquidation of the Company the Severance Payment shall be a payment equal to Executive's Annual Base Salary for a period of 8 months made to the Executive in a single lump sum cash payment within ten (10) business days of the Termination Date, which payment shall not by offset by salary, earned income, deferred income or other income earned by the Executive from other Employment.
Liquidation of Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period(s) specified in the Prospectus. WITNESS the execution of this Agreement as of the date first above written. TREMISIS ENERGY ACQUISITION CORPORATION By: _____________________________ Xxxxxxxx X. Xxxxx, Chairman INITIAL STOCKHOLDERS: ________________________________ Xxxxxxxx X. Xxxxx ________________________________ Xxxxx Xxxx ________________________________ Xxxxx X. Xxxxxxx ________________________________ Xxx Xxxxxx CONTINENTAL STOCK TRANSFER & TRUST COMPANY By:_______________________________ Name: Title: EXHIBIT A Name and Address of Number Stock Date of Initial Stockholder of Shares Certificate Number Insider Letter ------------------- --------- ------------------ -------------- Xxxxxxxx X. Xxxxx 1,008,334 1, 5, 9, 13 March 3, 2004 0000 Xxxxxxxx, Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000 Xxxxx Xxxx 183,334 2, 6, 10, 14 March 3, 2004 0000 Xxxxxxxx, Xxxxx 000 Xxx Xxxx, Xxx Xxxx 00000 Xxxxx X. Xxxxxxx 91,666 3, 7, 11, 15 March 3, 2004 c/o Houlihan Xxxxx Xxxxxx & Xxxxx 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxxxx 91,666 4, 8, 12, 16 March 3, 2004 c/o Saybrook Capital, LLC 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Liquidation of Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate an Acquisition Transaction within the time period(s) specified in the Registration Statement. - Signature page of the Company immediately follows – WITNESS the execution of this Agreement as of the date first above written. SELWAY CAPITAL ACQUISITION CORPORATION By: Name: Title: Initial Shareholder: SELWAY CAPITAL HOLDINGS, LLC By: Name: Title: - Signature page of Escrow Agent immediately follows – Securities Escrow Agreement WITNESS the execution of this Agreement as of the date first above written. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Escrow Agent By: Name: Title: Securities Escrow Agreement SCHEDULE A Warrant Escrow Name of Initial Shareholder and Affiliates/Designees Number of Warrants Warrant Certificate Number Selway Capital Holdings, LLC 2,200,000 [_____ ] Total 2,200,000 First Share Escrow Name of Initial Shareholder and Affiliates/Designees Number of Shares Stock Certificate Number Selway Capital Holdings, LLC 431,250 (1) [_____ ] Total 431,250 [_____ ] Second Share Escrow Name of Initial Shareholder and Affiliates/Designees Number of Shares Stock Certificate Number Selway Capital Holdings, LLC 431,250 (1) [_____ ] Total 431,250 [_____ ]
Liquidation of Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period(s) specified in the Registration Statement. - Signature page of the Company immediately follows - WITNESS the execution of this Agreement as of the date first above written. CHINA GROWTH EQUITY INVESTMENT LTD. By: _________________________________________________ Name: Title: - Signature page of Initial Shareholders immediately follows - WITNESS the execution of this Agreement as of the date first above written. INITIAL SHAREHOLDERS: ______________________________________ ______________________________________ - Signature page of Escrow Agent immediately follows - WITNESS the execution of this Agreement as of the date first above written. AMERICAN STOCK TRANSFER & TRUST COMPANY, as Escrow Agent By:________________________________ Name: Title SCHEDULE A First Escrow Name and Address of Initial Shareholder Number of Shares Stock Certificate Numbers Number of Warrants Date of Insider Letter Second Escrow Name and Address of Initial Shareholder Number of Shares Stock Certificate Number Number of Warrants Date of Insider Letter EXHIBIT A Escrow Agent Fees Description Amount ($) Fee for acting as Escrow Agent [_____]
Liquidation of Company. It is intended that, in the event of a liquidation of the Company as defined in Treasury Regulation §1.704-1(b)(2)(ii)(g), distributions to be made in connection with such liquidation under Article 4 comply with the requirement of Regulations Section 1.704-1(b)(2)(ii)(b)(2) that liquidating distributions be made in accordance with positive Capital Accounts. However, if the balances in the Capital Accounts do not result in such requirement being satisfied, items of income, gain, loss, deduction and credit will be reallocated among the Members for the taxable year of the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) so as to cause the balances in the Capital Accounts to be in the amounts necessary so that, to the extent possible, such result is achieved.
Liquidation of Company. In the event the Company plans to liquidate, prior to the liquidation of the Company the Company shall pay to Executive a lump sum payment equal to the remaining amount that would have been due Executive pursuant to Section 8(a) for the remainder of the Term of this Agreement; provided, however, that if the liquidation occurs after August 31, 1996, Executive shall also receive an additional one year's salary set forth in Section 8(a). In the event of a liquidation of the Company, this Agreement shall terminate and the Company shall have no further obligation to Executive except as set forth herein.
Liquidation of Company. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period(s) specified in the Prospectus. WITNESS the execution of this Agreement as of the date first above written. MEDIA & ENTERTAINMENT HOLDINGS, INC. By: ------------------------------------------- Herbert A. Granath, Chief Executive Officer XXXXXXX XXXXXHOLDERS: --------------------------------- Herbert A. Granath --------------------------------- Harvey M. Seslowsky --------------------------------- Robert C. Clauser, Jr. --------------------------------- Bruce Maggin HEARST CORPORATION By:________________________________ Name: Title: CONTINENTAL STOCK TRANSFER & TRUST COMPANY By:________________________________ Name: Steven G. Nelson Title: Chairman EXHIBIT A Name and Address of Number Stock Date of Initial Stockholder of Shares Certificate Number Insider Letter -------------------
Liquidation of Company. If this Note remains outstanding as of the date of the delivery of the Liquidation Notice (as defined below), the Lender shall have the option, exercisable upon five (5) days’ prior written notice to the Company, of converting the outstanding principal and any accrued and unpaid interest under this Note into either (i) shares of the Company’s Common Stock, par value $.0001 per share (“Common Stock”), pursuant to the calculation provisions of Section 4(a ) below (ii) or the right to receive an amount equal to the product of the principal amount hereof then outstanding pursuant to Section 4(b) below. In the event the Lender fails to make a timely election, the outstanding principal and any accrued and unpaid interest under this Note shall automatically convert into the Liquidation Amount pursuant to Section 4(b) below.
