Sale of Escrow Shares. Notwithstanding anything herein to the contrary, the Escrow Agent shall have no duty to sell the Escrow Shares hereunder.
Sale of Escrow Shares. In connection with any sale of the Escrow Shares pursuant to Section 2(e) of this Agreement, the Escrow Agent shall be entitled to receive and rely upon, prior to taking action in that regard, written direction from the Company as to the manner and method to be undertaken in carrying out such sale, including without limitation written direction (1) identifying the number of shares to be sold, (2) requesting the Escrow Agent to use a brokerage firm identified by the Company therein, or requesting the Escrow Agent to use its affiliated brokerage service, and (3) setting forth any necessary or special instructions with respect to the sale (including any stop loss or minimum price per share instruction); and the Company shall execute and deliver any instruments reasonably required by the Escrow Agent in order to carry out such sale or liquidation. The Escrow Agent shall have no responsibility in connection with such sale other than to make delivery of the Escrow Shares to the selected brokerage firm, with instruction (including any special instruction provided by the Company), and to receive and deposit into the Escrow Account (to be administered and distributed in accordance with this Agreement) as part of the Escrow Property and Escrow Shares, any net sale proceeds received therefrom. The Escrow Agent shall have no duty or obligation to determine or accomplish compliance with any applicable transfer restrictions; and it shall be the sole obligation of the party directing such sale to take any remaining actions, and to provide or deliver any necessary instruments or opinions (at its expense) necessary to comply with applicable transfer restrictions or applicable securities laws. The Escrow Agent shall have no liability for any actions or omissions of any such brokerage firm, and shall have no liability for the price or execution achieved. Without limiting the generality of the foregoing, the Company expressly acknowledges that (a) the Escrow Shares may be sent to a transfer agent to be reissued in saleable form, (b) the Escrow Shares may contain or be subject to transfer restrictions that may limit their marketability and impose restrictions upon the number or types of purchasers to whom they can be offered or sold, and (c) the Escrow Agent shall have no liability for any failure or delay (or any price change during any such delay) on the part of the Company or any transfer agent, or caused by any necessary registration or delivery procedures, or compliance w...
Sale of Escrow Shares. At any time after the expiration of the 270 day or longer period after the Qualifying IPO during which NewCo is restricted from selling shares of common stock of Buyer pursuant to the lock-up agreement entered into by NewCo pursuant to the Transaction Agreement (such period, the “Lock-up Period”), NewCo may instruct the Escrow Agent to sell all or any portion of the Escrow Consideration consisting of CDT Shares for net proceeds in cash of not less than the IPO Price, subject to compliance with the applicable provisions of Rule 144 under the U.S. Securities Act of 1933 as amended (the “Act”), another applicable exemption from registration or pursuant to an effective registration statement covering such shares, provided that such net proceeds are immediately deposited by the Escrow Agent to the appropriate sub-account of the Escrow Account from which the portion of the Escrow Consideration to be sold was withdrawn. NewCo shall be responsible for paying all the expenses of the Escrow Agent and providing such indemnification as the Escrow Agent may reasonably require in connection with any such sale.
Sale of Escrow Shares. The Stockholder Representative, or the --------------------- Stockholders with respect to their individual Stockholder Accounts and acting through the Stockholder Representative, may direct the Escrow Agent to sell, from time to time, any or all of the Escrow Shares at such prices as are commercially reasonable at the time of sale. On a monthly basis, the Escrow Agent shall provide the Stockholder Representative and NDC with a sales report detailing the number of Escrow Shares sold, the date of sale, the aggregate sales price, any associated brokerage fees or expenses, any and all other expenses, and such other information as the Stockholder Representative or NDC shall reasonably request, and shall provide the Stockholder Representative and NDC with a revised schedule as provided in Section 1.2 hereof. The proceeds of such sale or sales, net of any underwriting commissions or brokers fees and all other expenses of sale, shall be applied as follows:
Sale of Escrow Shares. 5.1 Subject to Clause 5.2, the ID&T Worldwide Shareholders’ Agreement, the SFX Stockholders’ Agreement and the Lock-Up Agreement to which such ID&T Shareholder is a party, each of the ID&T Shareholders may request One of Us Holding to arrange for the sale of (their part of) the Escrow Shares that are held (as owner) by such ID&T Shareholder.
Sale of Escrow Shares. Subject to compliance with the applicable provisions of the Seller's Agreement, the Seller's Representative shall be entitled from time to time in his sole discretion (and without having to obtain the consent or approval of the Purchaser or any other Person) to direct the Escrow Agent to sell all or any number of the Escrow Shares. Upon the Escrow Agent's receipt of written instructions from the Seller's Representative to sell all or any number of the Escrow Shares, the Escrow Agent shall take all actions necessary or appropriate to cause such sale to occur at the earliest practicable date in accordance with such instructions. The net cash proceeds received by the Escrow Agent upon the sale of any Escrow Shares shall remain in escrow and shall be invested (in U.S. dollar-denominated investments) in such manner as may be specified in writing by the Seller's Representative from time to time. (The Escrow Shares, together with the net cash proceeds from any sale of any Escrow Shares effected pursuant to this Section 2 (but excluding any amounts required to be distributed to the Seller's Representative pursuant to Section 3 hereof), shall be referred to in this Agreement as the "Escrow Fund.")
Sale of Escrow Shares. The parties recognize and agree that the Escrow Shares are not registered under the Securities Act of 1933, as amended (the "Securities Act") as of the date of this Agreement, and consequently the certificates for the Escrow Shares shall be imprinted with a legend (the "Restrictive Legend") restricting the transfer of such shares. Until such time as the Escrow Agent receives a Joint Written Instruction (as hereinafter defined) that the Escrow Shares either have been registered by Weatherford under the Securities Act or may be transferred pursuant to Rule 144 promulgated pursuant to the Securities Act or pursuant to another exemption from registration (a "Transfer Notice"), the Escrow Agent shall hold the Escrow Shares and shall not sell or otherwise transfer the same, except to one or more of the parties in accordance with Section 8 hereof.
Sale of Escrow Shares. 5.1 PCR agrees that it shall not sell, transfer or convey any of its Escrow Shares to a third party until it first provides all parties to this Agreement with a written acknowledgement of such third party under which it agrees to be bound by the terms and conditions of this Agreement in the same manner as if such third party was an original signatory hereto.
Sale of Escrow Shares. (i) In connection with any sale of the Escrow Shares pursuant to Section 7.3 of this Agreement, the Escrow Agent shall be entitled to receive and rely upon, prior to taking action in that regard, written direction from the Shareholder Representative as to the manner and method to be undertaken in carrying out such sale, including without limitation written direction (1) identifying the number of shares to be sold, (2) requesting the Escrow Agent to use a brokerage firm identified by the Shareholder Representative therein, or requesting the Escrow Agent to use its affiliated brokerage service, and (3) setting forth any necessary or special instructions with respect to the sale (including any stop loss or minimum price per share instruction); and the Shareholder Representative shall execute and deliver any instruments reasonably required by the Escrow Agent in order to carry out such sale or liquidation.
Sale of Escrow Shares. The Escrow Agent shall have no duty to sell the Escrow Shares and shall be under no obligation to advise any party regarding the selling or retaining or taking or refraining from any action with respect to the Escrow Shares.
