Receipt of Escrow Shares Sample Clauses

Receipt of Escrow Shares. Concurrently with the Closing of the Merger Agreement, and pursuant to Section 2.02(a) of the Merger Agreement, Parent will deliver to the Escrow Agent a certificate in the name of each New Stockholder and in the respective amounts set forth on Exhibit A hereto (collectively, the “Certificates”) evidencing a total of 67,410,986 shares of Parent Common Stock and representing a portion of the Merger Consideration otherwise payable to the New Stockholders under the Merger Agreement. Also concurrently with the Closing of the Merger Agreement, and pursuant to Section 6.03(f) of the Merger Agreement, each New Stockholder will deliver to the Escrow Agent a stock power executed in blank (each, a “Stock Power”). The Escrow Agent will acknowledge receipt of the Certificates and Stock Powers and will hold such Certificates with Stock Powers in safe keeping pursuant to the terms of this Agreement. The period of time during which the Escrow Shares are held in escrow pursuant to the terms of this Agreement shall be referred to as the “Escrow Period.”
Sample 1Sample 2
AutoNDA by SimpleDocs
Receipt of Escrow Shares. On or before the Closing Date, Purchaser shall deliver to the Escrow Agent the stock certificates representing the Escrow Shares (the “Share Certificates”) to be held in escrow by Escrow Agent under the terms and conditions of this Escrow Agreement (the “Escrow”). Escrow Agent shall inform each Party in writing of its receipt of the Share Certificates, within two business days of its receipt of the Share Certificates from Purchaser. The Escrow Shares shall also include any (a) other common shares or other securities issued or distributed by Purchaser to holders of its common shares as a share split or share dividend, reclassification of shares; or other distribution, and (b) other securities into which the Escrow Shares may be converted by means of any recapitalization or reclassification of the common shares of Purchaser, or upon any merger or consolidation of Purchaser with any other business entity.
Sample 1Sample 2
Receipt of Escrow Shares. The Escrow Agent hereby acknowledges the receipt of Corvas Common Stock of certificates representing the number of shares of Corvas Common Stock listed under the column "Escrow Shares" on Appendix A hereto issued in the name of the Escrow Fund for the benefit of the Stockholders designated in such Appendix A, together with duly executed stock powers endorsed in blank (with medallion signature guarantees) as to the Escrow Shares and cash in the amount of $_________. Any release of Escrow Shares or cash shall be allocated among the Stockholders in proportion to the Escrow Shares issued in their respective names.
Sample 1

Related to Receipt of Escrow Shares

  • Deposit of Escrow Shares On or before the Effective Date, each of the Initial Stockholders shall deliver to the Escrow Agent certificates representing his respective Escrow Shares, to be held and disbursed subject to the terms and conditions of this Agreement. Each Initial Stockholder acknowledges that the certificate representing his Escrow Shares is legended to reflect the deposit of such Escrow Shares under this Agreement.

  • Delivery of Escrow Funds Upon confirmation by Escrow Agent that the following conditions have been satisfied, Escrow Agent shall disburse the Escrow Funds to Recipient in connection with the closing of the purchase of the Property or other interest therein:

  • Release of Escrow Securities (1) When an emerging issuer becomes an established issuer, the release schedule for its escrow securities changes.

  • Deposit of Escrow Securities On or before the Closing Date, the Initial Holders shall deliver to the Escrow Agent certificates representing their respective Escrow Securities, in proper transfer order with Medallion guaranteed stock powers, to be held and disbursed subject to the terms and conditions of this Agreement. The Initial Holders acknowledge and agree that the certificates representing the Escrow Securities will bear a legend to reflect the deposit of such Escrow Securities under this Agreement.

  • 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.

  • Investment of Escrow Fund During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by the Escrow Agent in the investment indicated on Schedule 1 or such other investments as shall be directed in writing by the Issuer and the Depositor and as shall be acceptable to the Escrow Agent. All investment orders involving U.S. Treasury obligations, commercial paper and other direct investments may be executed through broker-dealers selected by the Escrow Agent. Periodic statements will be provided to the Issuer and the Depositor reflecting transactions executed on behalf of the Escrow Fund. The Issuer and the Depositor, upon written request, will receive a statement of transaction details upon completion of any securities transaction in the Escrow Fund without any additional cost. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Escrow Agreement. The Escrow Agent shall have no liability for any loss sustained as a result of any investment in an investment indicated on Schedule 1 or any investment made pursuant to the instructions of the parties hereto or as a result of any liquidation of any investment prior to its maturity or for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. The Escrow Agent may earn compensation in the form of short-term interest (“float”) on items like uncashed distribution checks (from the date issued until the date cashed), funds that the Escrow Agent is directed not to invest, deposits awaiting investment direction or received too late to be invested overnight in previously directed investments.

  • Deposit of Escrow Securities in Escrow (1) You are depositing the securities (escrow securities) listed opposite your name in Schedule “A” with the Escrow Agent to be held in escrow under this Agreement. You will immediately deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of these securities which you have or which you may later receive.

  • Investment of Escrow Funds The Escrow Agent shall deposit the Escrow Funds in a non-interest bearing money market account. If Escrow Agent has not received a Joint Written Direction at any time that an investment decision must be made, Escrow Agent may retain the Escrow Fund, or such portion thereof, as to which no Joint Written Direction has been received, in a non-interest bearing money market account.

  • Voting of Escrow Securities You may exercise any voting rights attached to your escrow securities.

  • Investment of Escrowed Funds Upon collection of each check by the ---------------------------- Escrow Agent, the Escrow Agent shall invest the funds in deposit accounts or certificates of deposit which are fully insured by the Federal Deposit Insurance Corporation or another agency of the United States government, short-term securities issued or fully guaranteed by the United States government, federal funds, or such other investments as the Escrow Agent and the Company shall agree. The Company shall provide the Escrow Agent with instructions from time to time concerning in which of the specific investment instruments described above the Escrowed Funds shall be invested, and the Escrow Agent shall adhere to such instructions. Unless and until otherwise instructed by the Company, the Escrow Agent shall by means of a "Sweep" or other automatic investment program invest the Escrowed Funds in blocks of $1,000 in federal funds. Interest and other earnings shall start accruing on such funds as soon as such funds would be deemed to be available for access under applicable banking laws and pursuant to the Escrow Agent's own banking policies.

Time is Money Join Law Insider Premium to draft better contracts faster.