Permitted Transfers Within Escrow Clause Samples

Permitted Transfers Within Escrow. Notwithstanding subsection 9(a), the Escrow Shares may be transferred within escrow to: (i) any entity designated by a final order, decree or judgment of a court or arbitrator of competent jurisdiction, the time for perfection of an appeal of such order, decree or judgment having expired provided such order, decree or judgment authorizes and directs the Escrow Agent to effect such transfer; or, (ii) a trustee in bankruptcy or another person or company entitled to the Escrow Shares on bankruptcy provided that prior to the transfer, the Escrow Agent shall have received a certified copy of: (w) the assignment in bankruptcy filed with the Superintendent of Bankruptcy; (x) the receiving order adjudging the registered holder of the Escrow Shares bankrupt; or, (y) a certificate of appointment of the trustee in bankruptcy; and, (z) a transfer power of attorney, duly completed and executed by the transferor or its/their legal representative in accordance with the requirements of the transfer agent of the issuer of the Escrow Shares.

Permitted Transfers Within Escrow. Notwithstanding subsection 8(a), the Escrow Shares may be transferred within escrow to: (i) any entity into or with which the registered holder of any of the Escrow Shares may be merged or consolidated or amalgamated, or any entity resulting therefrom, with evidence of such merger, consolidation or amalgamation having been provided to the Escrow Agent in a form acceptable to the Escrow Agent; (ii) any entity designated by a final order, decree or judgment of a court or arbitrator of competent jurisdiction, the time for perfection of an appeal of such order, decree or judgment having expired provided such order, decree or judgment authorizes and directs the Escrow Agent to effect such transfer; or, (iii) a trustee in bankruptcy or another person or company entitled to the Escrow Shares on bankruptcy provided that prior to the transfer, the Escrow Agent shall have received a certified copy of: (w) the assignment in bankruptcy filed with the Superintendent of Bankruptcy; (x) the receiving order adjudging the registered holder of the Escrow Shares bankrupt; or, (y) a certificate of appointment of the trustee in bankruptcy; and, (z) a transfer power of attorney, ▇▇▇▇ completed and executed by the transferor or its/their legal representative in accordance with the requirements of the transfer agent of the Purchaser of the Escrow Shares.

Permitted Transfers Within Escrow. 5.1 Transfer to Directors and Senior Officers (1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer and provided that: (a) you make application to transfer under the Policy at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and (b) the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date. (2) Prior to the transfer the Escrow Agent must receive: (a) a certified copy of the resolution of the board of directors of the Issuer approving the transfer; (b) a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required acceptance from the Exchange the Issuer is listed on has been received; (c) an acknowledgment in the form of Form 5E signed by the transferee; and (d) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent.

Permitted Transfers Within Escrow. 4.1 Transfer to Directors and Senior Officers of the Issuer (1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer. (2) Prior to the transfer, the Escrow Agent must receive: (a) a certified copy of the resolution of the board of directors of the Issuer approving the transfer; (b) a certificate signed by a director or officer of the Issuer authorized to sign stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required approval from the TSX has been received; (c) an acknowledgment in the form of Schedule “B” signed by the transferee; (d) a copy of the letter sent to the TSX described in subsection (3) accompanying the acknowledgement; and (e) a transfer power of attorney completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent. (3) At least ten (10) days prior to the transfer, the Issuer will file a copy of the acknowledgement with the TSX.

Permitted Transfers Within Escrow. 8.1 Transfers to Directors and Senior Officers Securities may be transferred within escrow by a Security Holder to an individual who is a current director or senior officer of the Issuer or of a material operating subsidiary of the Issuer, provided that: (a) the Security Holder provides written notice to the Exchange of the intent to transfer as at a specified date, such notice being provided at least 10 business days and not more than 30 business days prior to the proposed transfer and the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver tune) or 11:00 (Calgary time) on such specified date; and (a) the Escrow Agent fast receives: (i) as Issuer's Certificate stating that the transfer is to a director or senior officer of the Issuer or of a material operating subsidiary of the Issuer in accordance with the terms of this Agreement and the Exchange Policy, (ii) a transfer power of attorney, duly executed by the transferor, and (iii) an Acknowledgement signed by the transferee or an amended Agreement reflecting the transfer

Permitted Transfers Within Escrow. 5.1 Transfer upon Bankruptcy (a) Each Securityholder may transfer escrow securities within escrow to a trustee in bankruptcy or another person or company entitled to escrow securities on bankruptcy. (b) Prior to the transfer, the Escrow Agent must receive: (i) a certified copy of either (A) the assignment in bankruptcy filed with the Superintendent of Bankruptcy, or (B) the receiving order adjudging the Securityholder bankrupt; (ii) a certified copy of a certificate of appointment of the trustee in bankruptcy; and (iii) a transfer power of attorney, duly completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent. 5.2 Transfer Upon Realization of Pledged, Mortgaged or Charged Escrow Securities (a) Each Securityholder may transfer within escrow to a financial institution. (b) Prior to the transfer the Escrow Agent must receive: (i) a statutory declaration of an officer of the financial institution that the financial institution is legally entitled to the escrow securities; (ii) evidence that the Issuer has accepted the pledge, mortgage or charge of escrow securities to the financial institution; and (iii) a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent.

Permitted Transfers Within Escrow. Transfer to Directors and Senior Officers You may transfer escrow securities, other than options, within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer and provided that: you make application under the applicable Exchange Policy of the intent to transfer at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date. Prior to the transfer the Escrow Agent must receive: a certified copy of the resolution of the board of directors of the Issuer approving the transfer;

Permitted Transfers Within Escrow