Release/Surrender Sample Clauses
The Release/Surrender clause serves to formally discharge one or more parties from certain obligations, claims, or rights under an agreement. In practice, this clause may require a party to relinquish any future claims related to a specific matter, such as after a settlement or upon the completion of contractual duties. Its core function is to provide legal certainty and finality by ensuring that once obligations are fulfilled or a dispute is resolved, no further claims can be brought regarding the released matters.
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Release/Surrender. The Corporation Shares or Group 1 Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to ▇▇▇▇▇▇ for repurchase:
(a) On the Acquisition Closing Date, the Corporation shall release the escrowed certificates representing the Corporation Shares to Purchaser so that Purchaser may endorse and deliver such certificates to Group 1 pursuant to the Stock Purchase Agreement, and the Group 1 Shares purchased by Purchaser pursuant to the Stock Purchase Agreement shall be delivered by Group 1 to the Corporation to be held in escrow according to the provisions of this Article VII, delivery of such Group 1 Shares to be conducted in a manner consistent with the provisions of Section 7.1 hereof, including the delivery of an Assignment Separate from Certificate duly executed by Purchaser covering the escrowed Group 1 Shares.
(b) Should ▇▇▇▇▇▇ elect to exercise his Repurchase Right under Article V with respect to any Corporation Shares or Unvested Group 1 Shares, then the escrowed certificates for such Corporation Shares or Unvested Group 1 Shares (together with any other assets or securities issued with respect thereto) shall be delivered to ▇▇▇▇▇▇, concurrently with the payment to the Purchaser, in cash or cash equivalent (including the cancellation of any purchase money indebtedness), of an amount equal to the aggregate Purchase Price for such Corporation Shares or Unvested Group 1 Shares, and the Purchaser shall cease to have any further rights or claims with respect to such Corporation Shares or Unvested Group 1 Shares (or other assets or securities).
(c) Should ▇▇▇▇▇▇ elect to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securities issued with respect thereto) shall, concurrently with the payment of the Section 6.3 purchase price for such Target Shares to the Purchaser, be delivered to ▇▇▇▇▇▇, and the Purchaser shall cease to have any further rights or claims with respect to such Target Shares (or other assets or securities).
(d) Should ▇▇▇▇▇▇ elect not to exercise his First Refusal Right under Article VI with respect to any Target Shares held at the time in escrow hereunder, then the escrowed certificates for such Target Shares (together with any other assets or securit...
Release/Surrender. The Restricted Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms relating to their release from escrow or their surrender to Company for repurchase and cancellation:
(a) Should Company elect to exercise the Repurchase Right with respect to any Unvested Shares, then the escrowed certificates for those Unvested Shares (together with any other assets or securities attributable thereto) shall be surrendered to Company concurrently with the payment to Employee of an amount equal to the aggregate Purchase Price paid for those Unvested Shares, and Employee shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable thereto).
(b) Should Company elect not to exercise the Repurchase Right with respect to any Unvested Shares held at the time in escrow hereunder, then the escrowed certificates for those shares (together with any other assets or securities attributable thereto) shall be immediately released to Employee.
(c) As the Unvested Shares (or any other assets or securities attributable thereto) vest in accordance with the Vesting Schedule described in Section 2.3 and set forth in Exhibit “B,” the certificates for those vested shares (as well as all other vested assets and securities) shall be released from escrow upon Employee’s request, but not more frequently than once every six months.
(d) All Unvested Shares which vest (and any other vested assets and securities attributable thereto) shall be released within 30 days after the termination of Employee’s employment with Company for any reason.
Release/Surrender. The Unvested Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation:
(a) Should the Company (or its assignees) elect to exercise the Repurchase Right under Article V with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company concurrently with the payment to the Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), of an amount equal to the aggregate Purchase Price for such Unvested Shares, and the Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable to such Unvested Shares).
(b) As the interest of the Shareholder in the Unvested Shares (or any other assets or securities attributable thereto) vests in accordance with the provisions of Article V, the certificates for such vested shares (as well as all other vested assets and securities) may be released from escrow and delivered to the Owner in accordance with the following schedule:
i. The initial release of vested shares (or other vested assets and securities) from escrow shall be effected within thirty (30) days following the expiration of the initial vesting period hereunder.
ii. Subsequent releases of vested shares (or other vested assets and securities) from escrow shall be effected at annual intervals thereafter following the expiration of each vesting period.
iii. Upon the Shareholder’s cessation of service with the Company, any escrowed Restricted Shares (or other assets or securities) in which the Shareholder is at the time vested shall be promptly released from escrow.
iv. Upon any earlier termination of the Company’s Repurchase Right in accordance with the applicable provisions of Article V, any Restricted Shares (or other assets or securities) at the time held in escrow hereunder shall promptly be released to the Owner as fully-vested shares or other property.
(c) All Restricted Shares (or other assets or securities) released from escrow in accordance with the provisions of subsection (ii) above shall nevertheless remain subject to (I) the market stand-off provisions of Section 4.4 until such provisions terminate in accordance therewith.
Release/Surrender. The Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for cancellation:
(a) The certificates for Shares (excluding Dividends) shall be released from escrow and delivered to the Owner as the restrictions on the Forfeitable Shares lapse in accordance with the Schedule or as otherwise set forth herein, upon the request of the Owner.
(b) In the event Forfeitable Shares are forfeited hereunder, the certificates representing such forfeited Shares shall be surrendered to the Company.
(c) Notwithstanding anything to the contrary contained in this Section 5.3, all Shares (or other assets or securities) released from escrow in accordance with the provisions of Section 5.3(a) hereof shall nevertheless remain subject to the transfer restrictions set forth in Section 3.3 until such provisions terminate in accordance with their terms.
Release/Surrender. The Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for cancellation:
(a) The certificates for Shares shall be released from escrow (including any Dividends thereon being held in such escrow) and delivered to the Owner after the restrictions on the Forfeitable Shares lapse in accordance with the Schedule(s) or as otherwise set forth herein, upon the written request of the Owner with reasonable advance notice to the Corporate Secretary.
(b) If Forfeitable Shares are forfeited hereunder, then the certificates representing such forfeited Shares (including any Dividends thereon being held in such escrow) shall be surrendered to the Company.
(c) Notwithstanding anything to the contrary contained in this Section 5.3, all Shares (or other assets or securities) released from escrow in accordance with the provisions of Section 5.3(a) shall nevertheless remain subject to the transfer restrictions set forth in Section 3.2 until such restrictions terminate in accordance with the terms of Section 3.2.
Release/Surrender. (a) If the Company exercises the Repurchase Option with respect to any Unvested Shares, then the escrowed certificates for such Unvested Shares or the certificates representing such Unvested Shares (together with any other assets or securities issued with respect to such Unvested Shares) shall be delivered to the Company for cancellation, concurrently with the payment to Founder of the amount provided for in Section 2.2(a) above, as applicable, and Founder shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities).
(b) When the Unvested Shares (or any other assets or securities issued with respect to such Unvested Shares) vest in accordance with Section 2.3, the certificates for such Vested Shares shall, at Founder’s request, no more than once in any six month period be promptly released from escrow and delivered to Founder.
(c) All shares released from escrow in accordance with the provisions of Section 3.3(b) nevertheless remain subject to the other provisions of this Agreement and to any Transfer Restriction Agreements.
Release/Surrender. The Shares, together with any other assets or ----------------- securities held in escrow hereunder, shall be subject to the following terms relating to their release from escrow or their surrender to the Company for repurchase and cancellation:
(a) Should the Company elect to exercise the Repurchase Right with respect to any Unvested Shares, then the escrowed certificates for those Unvested Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Company concurrently with the payment to Shareholder of an amount equal to the aggregate Purchase Price for such Unvested Shares, and Shareholder shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable thereto).
(b) Should the Company elect not to exercise the Repurchase Right with respect to any Unvested Shares held at the time in escrow hereunder, then the escrowed certificates for those shares (together with any other assets or securities attributable thereto) shall be immediately released to Shareholder.
Release/Surrender. As to Shares in which the Grantee acquires a vested interest (as described in paragraph 1.e), the certificates representing such Shares shall be released from escrow and delivered to the Grantee as soon as practicable after the Grantee acquires such vested interest. As to Shares that are Unvested Shares at the time that the Grantee first ceases to maintain Continuous Status as a Director, (i) if Bancorp elects to exercise the Repurchase Right with respect to all or any portion of such Unvested Shares, as provided in paragraph 2, certificates representing the Unvested Shares that Bancorp elects to repurchase shall be delivered to Bancorp, concurrently with the payment to the Grantee, in cash or cash equivalent, of an amount equal to the aggregate Purchase Price for such Unvested Shares, and the Grantee shall cease to have any further rights or claims with respect to such Unvested Shares, and (ii) if Bancorp does not elect to exercise the Purchase Right, as provided in paragraph 2, or elects to exercise the Repurchase Right with respect to less than all of the Unvested Shares, certificates for Unvested Shares that Bancorp does not elect to repurchase shall be delivered to the Grantee, and Bancorp shall cease to have any further Repurchase Right with respect to such Unvested Shares (provided, however, that such Shares shall continue to be subject to the right of first refusal described in paragraph 6).
Release/Surrender. The Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for cancellation:
(a) The certificates for the Shares (as well as all other corresponding assets and securities) shall be released from escrow and delivered to Party A, if requested by Party A, only upon satisfaction of each and all of the conditions set forth in Section 3(b) hereof.
(b) If any of the conditions shall not have been satisfied (or waived by Party B, at its sole and absolute discretion) by the Outside Date (defined below), the certificates for the Shares (as well as all other corresponding assets and securities) shall be released from escrow and delivered to Party B, and this Agreement shall be terminated in accordance with the terms hereof. For the purposes hereof, the term “Outside Date” means December 31, 2008 (or such later date as may be agreed upon by the parties hereto).
(c) Should the Shares (as well as all other corresponding assets and securities) be released from escrow under the immediately preceding clause, then the escrowed certificates for such Shares (together with any other assets or securities issued with respect thereto) shall be delivered to the Company for cancellation, and Party B shall have no further rights with respect to such Shares (or other assets or securities).
Release/Surrender. The Common Shares, together with any other assets or securities held in escrow hereunder, shall be subject to the following terms relating to their release from escrow or their surrender to the Company for repurchase and cancellation:
(a) Should the Company elect to exercise the Repurchase Right with respect to any Unvested Shares, then the escrowed certificates for those Unvested Shares (together with any other assets or securities attributable thereto) shall be surrendered to the Company concurrently with the payment to Owner of an amount equal to the aggregate Repurchase Price for such Unvested Shares, and Owner shall cease to have any further rights or claims with respect to such Unvested Shares (or other assets or securities attributable thereto).