Ownership of Escrowed Shares Sample Clauses

Ownership of Escrowed Shares. Escrowed Shares shall be treated as owned by the Holders for all Tax purposes unless and until released to Purchaser or a Purchaser Indemnitee pursuant to this Agreement, such that all interest and other investment income earned with respect to the Escrow Fund shall be considered for Tax purposes to be income of the Holders, and the Holders shall report such interest or other income consistently therewith.
Sample 1
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Ownership of Escrowed Shares. The Escrowed Shares held in the Escrow ---------------------------- Deposit shall be registered in the name of Certicom. The Shareholders shall remain the beneficial owners of the Escrowed Shares held in the Escrow Deposit, subject to Certicom's right of offset and the other restrictions set forth in this Agreement, and shall have the right to vote the Escrowed Shares then held in the Escrow Deposit by way of a proxy from Certicom and receive distributions thereon, as well as the obligation to pay all taxes, assessments and charges with respect thereto. The Shareholders shall not have the right to sell, transfer, pledge, hypothecate or otherwise dispose of any Escrowed Shares (or any interest therein) except for the purpose of depositing the Escrowed Shares to a take-over bid that is a formal bid under the Securities Act (Ontario) (provided in all events that all of the Certicom Common Shares held by a Shareholder are similarly deposited), and any distribution of Certicom Common Shares on or with respect to such Escrowed Shares, and any other securities into which such Escrowed Shares may be changed or for which they may be exchanged pursuant to corporate action on the part of Certicom affecting holders of Certicom Common Shares generally, shall be held by Certicom in the Escrow Deposit and made subject to the provisions of this Agreement. In the event that any Escrowed Shares are not taken up by the bidder pursuant to an above- described take-over bid, such Escrowed Shares shall be returned to the Escrow Deposit. Notwithstanding the foregoing, any Shareholder may transfer his beneficial ownership interest in the Escrowed Shares to a revocable trust of which he is both the grantor and the beneficiary.
Sample 1
Ownership of Escrowed Shares. Subject to the terms of this Agreement, Sellers shall have all indicia of ownership of the Escrowed Shares while they are held by the Escrow Agent, including, without limitation, the right to vote the Escrowed Shares (in the manner set forth in Section 18 below), the right to receive any cash dividends on or with respect to the Escrowed Shares (subject to Section 2 above), and the obligation to pay all taxes, assessments, and charges with respect thereto; provided, however, that Sellers shall have no right to sell, transfer, pledge, hypothecate or otherwise dispose of any Escrowed Shares while they remain Escrowed Shares. Any cash dividends with respect to the Escrowed Shares shall be distributed within two (2) Business Days of receipt by the Escrow Agent to, and for tax purposes shall be allocable to, Sellers.
Sample 1
Ownership of Escrowed Shares. Each Stockholder shall at all times during the term of this Agreement have title to and beneficial ownership of the Escrowed Shares issued to such Stockholder, together with all powers of a stockholder attendant thereto, including the right to vote such shares; provided, however, that a Stockholder will not have the power to sell, transfer or otherwise alienate any shares held by the Escrow Agent pursuant to the terms of this Agreement. The Escrow Agent shall not have any interest in any of the Escrowed Shares deposited hereunder but is serving as escrow holder only and having only possession thereof. Each Stockholder shall relinquish title to and have no further interest in or rights with respect to any Escrowed Shares at such time as they are released from escrow and held by the Company in accordance with Section 1.2(c)(ii).
Sample 1
Ownership of Escrowed Shares. As of the date of Closing, the books and records of the Acquiror shall be changed to reflect the Shareholder as the owner of the Escrowed Shares, unless and until a portion or all of such Escrowed Shares are returned to the Acquiror in accordance with Section 3.1. Until the Escrowed Shares are released by the Escrowee, all dividends paid on the Escrowed Shares shall be distributed to the Shareholder and all voting rights of such Escrowed Shares shall be exercisable by or on behalf of the Shareholder or his authorized agent.
Sample 1

Related to Ownership of Escrowed Shares

  • Ownership of Subject Shares; Total Shares Such Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of all of such Stockholder’s Subject Shares and has good and marketable title to all of such Stockholder’s Subject Shares free and clear of any Liens, claims, proxies, voting trusts or agreements, options, rights, understandings or arrangements or any other encumbrances or restrictions whatsoever on title, transfer or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except for any such Encumbrance that may be imposed pursuant to (i) this Agreement, (ii) any applicable restrictions on transfer under the Securities Act or any state securities law, (iii) the Company Governing Documents and (iv) any applicable Company Equity Plan or agreements evidencing grants thereunder ((i) through (iv), collectively, “Permitted Encumbrances”). The Subject Shares listed on Schedule A opposite such Stockholder’s name constitute all of the shares of Company Common Stock, and any other securities of the Company beneficially owned by such Stockholder as of the date hereof.

  • Ownership of Subject Shares As of the date hereof, such Shareholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will be, the beneficial owner of, and has, and will have, good and marketable title to, such Shareholder’s Subject Shares with no restrictions on such Shareholder’s rights of disposition pertaining thereto, except as may be otherwise set forth on Annex I hereto. Other than as provided in this Agreement or as set forth on Annex I hereto, such Shareholder has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, with respect to such Shareholder’s Subject Shares, the sole power, directly or indirectly, to vote, dispose of, exercise and convert, as applicable, such Subject Shares, and to demand or waive any appraisal rights or issue instructions pertaining to such Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, the complete and exclusive power to, directly or indirectly (a) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 hereof and (b) agree to all matters set forth in this Agreement. Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition) or as set forth on Annex I hereto, the number of Shares set forth on Annex I opposite the name of such Shareholder are the only Shares beneficially owned by such Shareholder as of the date of this Agreement. Other than the Subject Shares and any Shares that are the subject of unexercised Company Stock Options and any Company RSUs held by such Shareholder (the number of which is set forth opposite the name of such Shareholder on Annex I) or as set forth on Annex I hereto, such Shareholder does not own any Shares or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company. Except as may be required pursuant to award agreements relating to Unvested Restricted Stock, there are no agreements or arrangements of any kind, contingent or otherwise, to which such Shareholder is a party obligating such Shareholder to Transfer or cause to be Transferred, any of such Shareholder’s Subject Shares. No Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Shareholder’s Subject Shares.

  • Ownership of Purchased Shares The Seller owns the Shares free and clear of all Liens or other limitations affecting the Seller's ability to vote such shares or to transfer such shares to the Buyer.

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • Ownership of Shares The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.

  • Ownership of Equity Interests Issue, sell, transfer, pledge or otherwise dispose of any partnership interests, shares of capital stock or other equity or ownership interests ("Equity Interests") in any member of the Consolidated Group, except (i) issuance, sale or transfer of Equity Interests to a Credit Party by a Subsidiary of such Credit Party, (ii) in connection with a transaction permitted by Section 8.4, and (iii) as needed to qualify directors under applicable law.

  • Ownership of Company Securities Except as disclosed in writing to the Company as of the date of this Agreement, no Purchaser, any of its Affiliates, or any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Purchaser’s for purposes of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, including any “group” of which the Purchaser is a member, directly or indirectly owns, beneficially or otherwise (including solely with respect to an economic interest), any of the outstanding shares of Common Stock, or any other shares of capital stock, options, warrants, derivative securities, rights or any other securities (including any securities convertible into, exchangeable for or that represent the right to receive securities) of the Company. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

  • Ownership of Buyer Originator owns, directly or indirectly, 100% of the issued and outstanding capital stock of Buyer, free and clear of any Adverse Claim. Such capital stock is validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of Buyer.

  • Ownership of Seller Credit Acceptance is the sole owner of the membership interests of the Seller, all of which are fully paid and nonassessable and owned of record, free and clear of all mortgages, assignments, pledges, security interests, warrants, options and rights to purchase.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

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