Delivery of Certificates in Escrow Sample Clauses

Delivery of Certificates in Escrow. Concurrent with the execution of this Agreement, each Seller shall deliver (i) certificates (the “Certificates”) evidencing all of the Seller Shares held by such Seller and (ii) the Seller Notes to the Washington, DC offices of Xxxxxx Xxxx & Priest, LLP (“Law Firm”) on the date hereof. The Law Firm shall hold such certificates in escrow pursuant to the Escrow Agreement (the “Escrow Agreement”) in the form of Exhibit A being entered into on the date hereof by the Law Firm, the Seller Representative (as defined below) and the Purchaser Representative. Pursuant to the Escrow Agreement, the Certificates will be held in escrow until the Closing at which time the Law Firm shall deliver the Certificates to the Purchasers against delivery to the Sellers of the portion of the Purchase Price that is due at Closing.
Sample 1
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Delivery of Certificates in Escrow. Each FV Shareholder shall deliver to FV a duly and validly executed Stock Power in blank for its certificates evidencing all of such Shareholder’s FV Shareholder Shares (“Certificates”). The Stock Powers will be held in escrow by FV until the Closing at which time FV shall deliver the Certificates and Stock Powers to SPNI against delivery to FV Shareholders of the Share Consideration that is due at Closing. FV shall use commercially reasonable efforts to cause its Shareholders to deliver their Stock Powers within thirty (30) days of the date of the approval set forth in Section 3.5 below, however, SPNI acknowledges and agrees that FV shall deliver the Stock Powers and Certificates to SPNI promptly after they are received. For the avoidance of doubt, an FV Shareholder must surrender a duly executed Stock Power pursuant to this Section 2.3 before such Shareholder shall be entitled to receive stock certificates from SPNI evidencing the applicable Share Consideration.
Sample 1
Delivery of Certificates in Escrow. Concurrent with the execution of this Agreement, each of the Sellers shall deliver to the Escrow Agent certificates (the “Certificates”) evidencing all of the Specified Shares held by such Seller and to be sold hereunder, together with duly executed stock powers executed in blank with respect thereto (the “Stock Powers”). The Certificates shallbe held in escrow on the terms and subject to the conditions set forth in the Escrow Agreement.
Sample 1
Delivery of Certificates in Escrow. Each Seller is delivering certificates (the “Certificates”) evidencing all of the Seller Shares held by such Seller to X. X. Xxxxxxxxx Law Corporation (“Law Firm”) on the date hereof. The Purchaser has heretofore delivered the Purchase Price with the Law Firm. The Law Firm shall hold the Certificates and Purchase Price in escrow. The Certificates will be held in escrow until the Closing at which time the Law Firm shall deliver the Certificates to the Purchaser against delivery to the Sellers of the Purchase Price and the Purchase Price due at Closing.
Sample 1
Delivery of Certificates in Escrow. As soon as possible after the date hereof, the Seller is delivering certificates (the "Certificates") evidencing the Seller Shares held by the Seller to Thelen Reid & Priest LLP, with offices at 701 Eighth Street, NW, Xxxxxxxxxn, DC 20001 (the "Escrow Agenx"). Xxx Xxxxxx Xxxxx xxxxx xxxx xxx Xxxxxxicates in escrow until the Closing at which time the Escrow Agent shall deliver the Certificates to the Purchasers immediately after delivery to the Seller of the total Purchase Price at Closing.
Sample 1
Delivery of Certificates in Escrow. Concurrent with the execution of this Agreement, the Seller shall deliver certificates (the “Certificates”) evidencing all of the Seller Shares held by the Seller together with duly executed, medallion-guaranteed Stock Powers with respect thereto and the duly-endorsed Note to the Law Firm of Xxxxxx Xxxx Xxxxx Raysman & Xxxxxxx LLP (the “Law Firm”) on the date hereof. The Law Firm shall hold the Certificates and Note in escrow pursuant to the Escrow Agreement (the “Escrow Agreement”) in the form of Exhibit A being entered into on the date hereof by the Law Firm, the Seller and the Purchasers. Pursuant to the Escrow Agreement, the Certificates and Note will be held in escrow until the Closing at which time the Law Firm shall deliver the Certificates and Note to the Purchasers against delivery to the Seller of the portion of the Purchase Price, less the Liabilities, if any, that is due at Closing.
Sample 1
Delivery of Certificates in Escrow. Concurrent with the execution of this Agreement, the Seller shall deliver certificates (the “Certificates”) evidencing all of the Shares held by the Seller and to be sold hereunder, together with duly executed, medallion-guaranteed stock powers with respect thereto, to Mxxx X. Xxxxxx, Esq, 400 Xxxxxxxxxxx Xxxxxx, P.O. Box A, Monessen, Pa 15062, phone no. 700-000-0000, mxxxxxx@xxxxxxx.xxx (the “Escrow Agent”). The Certificates shall be held in escrow pursuant to a separate escrow agreement (the “Escrow Agreement”) in the form of Exhibit A being entered into on the date hereof by the Escrow Agent, the Seller, the Purchasers and Exxxx & Vxx Xxxxxx LLP, counsel to the Purchasers (“EVW”). Pursuant to the Escrow Agreement, the Escrow Agent will deliver the Certificates to the Company’s transfer agent.
Sample 1
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Delivery of Certificates in Escrow. Concurrent with the execution of the LOI, each Seller delivered certificates (the “Certificates”) evidencing all of the Seller Shares held by such Seller to Xxxxxx Xxxx & Priest LLP (“Law Firm”). The Law Firm shall hold such Certificates in escrow pursuant to the Escrow Agreement (the “Escrow Agreement”), which is attached as Exhibit A that was entered into on August __, 2006 by the Law Firm, the Seller Representative (as defined below) and the Purchaser Representative. Pursuant to the Escrow Agreement, the Certificates will be held in escrow until the Closing at which time the Law Firm shall deliver the Certificates to the Purchasers against delivery to the Sellers of the Purchase Price.
Sample 1

Related to Delivery of Certificates in Escrow

  • Delivery of Certificates Upon the exercise of the Option, in whole or in part, the Company shall deliver or cause to be delivered one or more certificates representing the number of shares purchased against full payment therefor. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 3.3.

  • Delivery of Certificate A certificate of a Lender or an Issuing Bank setting forth the amount or amounts in good faith necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 2.15 shall be delivered to the Parent Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within thirty (30) days after receipt thereof.

  • Subsequent Delivery of Certificates Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) and each time that the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such sale, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificates, certificates of the same tenor as the certificates referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates.

  • Delivery of Certificates Upon Exercise Certificates for shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise and Rule 144 is available, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid. The Company understands that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Warrant Shares upon exercise of this Warrant the proportionate amount of $10 per Trading Day (increasing to $20 per Trading Day after the fifth (5th) Trading Day) after the Warrant Share Delivery Date for each $1,000 of Exercise Price of Warrant Shares for which this Warrant is exercised which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Warrant Shares by the Warrant Share Delivery Date, the Holder may revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this Warrant, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the Company.

  • Delivery of Certificate Upon Conversion Not later than two (2) Trading Days after each Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) a certificate or certificates representing the Conversion Shares which, on or after the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information and the Company has received an opinion of counsel to such effect reasonably acceptable to the Company (which opinion the Company will be responsible for obtaining) shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement) representing the number of Conversion Shares being acquired upon the conversion of this Debenture, and (B) a bank check in the amount of accrued and unpaid interest (if the Company has elected or is required to pay accrued interest in cash). All certificate or certificates required to be delivered by the Company under this Section 4(d) shall be delivered electronically through the Depository Trust Company or another established clearing corporation performing similar functions. If the Conversion Date is prior to the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information the Conversion Shares shall bear a restrictive legend in the following form, as appropriate: “NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” Notwithstanding the foregoing, commencing on such date that the Conversion Shares are eligible for sale under Rule 144 subject to current public information requirements, the Company, upon request of the Holder, shall obtain a legal opinion to allow for such sales under Rule 144.

  • Delivery of Certificate and New Warrant Promptly after Holder exercises or converts this Warrant and, if applicable, the Company receives payment of the aggregate Warrant Price, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired.

  • Execution and Delivery of Certificates The Trustee acknowledges the transfer and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, has executed and delivered to or upon the order of the Depositor, the Certificates in authorized denominations evidencing directly or indirectly the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and to perform the duties set forth in this Agreement to the best of its ability, to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

  • Payment and Delivery of Certificates (a) On each Closing Date, Holder shall (i) pay to Issuer, in immediately available funds by wire transfer to a bank account designated by Issuer, an amount equal to the Purchase Price multiplied by the number of Option Shares to be purchased on such Closing Date, and (ii) present and surrender this Agreement to the Issuer at the address of the Issuer specified in Section 13(f) hereof.

  • Execution of Certificates The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the Trustee's Mortgage Files relating thereto to it and, concurrently with such delivery, has executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Mortgage Loans, the Trustee's Mortgage Files and the other assets included in the definition of Trust Fund, Certificates duly authenticated by the Trustee in Authorized Denominations evidencing the entire ownership of the Trust Fund.

  • Authentication and Delivery of Certificates The Trustee acknowledges the transfer and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, has executed, authenticated and delivered, to or upon the order of the Depositor, the Certificates in authorized denominations evidencing the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and to perform the duties set forth in this Agreement to the best of its ability, to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

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