DEPOSIT OF SHARE CERTIFICATES. As with the Voting Trust Agreements in the past, each Signing Shareholder will continue to deposit with the Trustees a certificate or certificates (hereinafter called “share certificates”) for the number of Common Shares of the Company set opposite his signature below, so endorsed or accompanied by such instrument or instruments of transfer as to maintain ownership of said shares in the Trustees; and shall likewise deposit hereunder each and every share certificate for Common Shares of the Company which he may hereafter acquire.
DEPOSIT OF SHARE CERTIFICATES. Immediately upon execution of this Charge and as a condition to the initial disbursement under the Loan Agreement, the Borrower shall deposit with the Secured Party all share certificates and other documents of title relating to the Initially Charged Shares together with stock transfer forms in respect of the Initially Charged Shares duly executed in blank by or on behalf of the Borrower.
DEPOSIT OF SHARE CERTIFICATES. Immediately upon execution of this Charge and as a condition to the initial disbursement under the Loan Agreement, DesalCo shall deposit with the Secured Party all share certificates and other documents of title relating to the Initially Charged Shares together with stock transfer forms in respect of the Initially Charged Shares duly executed in blank by or on behalf of DesalCo.
DEPOSIT OF SHARE CERTIFICATES. 4.1 Deposit of Certificates The Chargor shall, as soon as reasonably practicable:
(a) deposit with the Administrative Agent (or as the Administrative Agent may direct) all bearer instruments, share certificates and other documents of title or evidence of ownership in relation to the Security Assets as are owned by it or in which it has or acquires an interest which entitles it to control such documents;
(b) execute and deliver to the Administrative Agent all such stock transfer forms and other documents as may be reasonably requested by the Administrative Agent in order to enable the Administrative Agent (or its nominee) in accordance with paragraph (c) below to be registered as the owner or otherwise to obtain a legal title to the Security Assets; and
(c) at any time following the occurrence of an Event of Default which is continuing, if the Administrative Agent so requests, procure that all such stock transfer forms are forthwith registered by the relevant person and that share certificates in the name of the Administrative Agent (or such nominee) in respect of the Shares and their Related Rights are forthwith delivered to the Administrative Agent.
DEPOSIT OF SHARE CERTIFICATES. For so long as this agreement remains in force, the certificates representing all of the Shares that are at any time held by any member of Impark Management shall be held by FUMI Holdings or a person designated by FUMI Holdings (the "Depositary") to be dealt with in accordance with this agreement. Notwithstanding the foregoing, in the event that FUMI Holdings consents to the pledge of any Shares pursuant to section 4.4, Shares that are pledged as a result to any authorized pledgee shall, for so long as they are held by such authorized pledgee pursuant to such pledge, not be governed by this Article 9.
DEPOSIT OF SHARE CERTIFICATES. The Depositing Shareholders have deposited or shall deposit concurrently herewith with the Voting Trustee certificates registered to them representing the Deposited Shares. All certificates representing Deposited Shares (“Deposited Share Certificates”) shall be registered in the name of the Voting Trustee, and this Agreement shall be the equivalent of voting trust certificates for the Depositing Shareholders and shall evidence their beneficial title to their respective Deposited Shares. The Voting Trustee shall issue a receipt for the Deposited Shares and shall issue its receipt for any additional shares deposited by the Depositing Shareholders. Any consolidations, sub-divisions or stock dividends affecting or accruing to the Deposited Shares shall be governed by the provisions of this Agreement, and certificates representing the appropriate number of shares shall be deposited by the Depositing Shareholders with the Voting Trustee. The Voting Trustee shall retain possession of the Deposited Share Certificates and documentation on behalf of the Depositing Shareholders. Neither the Depositing Shareholders, nor the Voting Trustee nor the ICP Shareholders shall be entitled to receive any dividend payments in respect of the Deposited Shares. The Depositing Shareholders hereby waive any rights to receive any dividends in respect of the Deposited Shares. The Depositing Shareholder shall not, during the term of the present Agreement, sell, transfer, assign, pledge, hypothecate or otherwise encumber any of the Deposited Shares to, or in favour of, a third party.
DEPOSIT OF SHARE CERTIFICATES. 4.1 Deposit of Certificates Except as otherwise required by the Prior Mortgage, the Chargor shall, as soon as reasonably practicable:
(a) deposit with the Administrative Agent (or as the Administrative Agent may direct) all bearer instruments, share certificates and other documents of title or evidence of ownership in relation to the Security Assets as are owned by it or in which it has or acquires an interest which entitles it to control such documents;
(b) execute and deliver to the Administrative Agent all such stock transfer forms and other documents as may be reasonably requested by the Administrative Agent in order to enable the Administrative Agent (or its nominee) in accordance with paragraph (c) below to be registered as the owner or otherwise to obtain a legal title to the Security Assets; and
(c) at any time following the occurrence of an Event of Default which is continuing, if the Administrative Agent so requests, procure that all such stock transfer forms are forthwith registered by the relevant person and that share certificates in the name of the Administrative Agent (or such nominee) in respect of the Shares and their Related Rights are forthwith delivered to the Administrative Agent.
(d) For the avoidance of doubt, at any time that any Security Assets currently subject to the security created pursuant to the Prior Mortgage are released from the security created pursuant to the Prior Mortgage, the Chargor shall immediately take the steps set forth in paragraphs (a) to (b) of this Clause 4.1, from and after the release of the Security Assets from the security created pursuant to the Prior Mortgage.
DEPOSIT OF SHARE CERTIFICATES. 4.1 Deposit of Certificates The Chargor shall:
(a) simultaneously with execution of this Mortgage deposit with the Chargee (or as the Chargee may direct), share certificates and other documents of title or evidence of ownership in relation to the Security Assets owned by it as at the date hereof, and as soon as practicable following it acquiring an interest in any Security Asset, share certificates and other documents of title of evidence of ownership in relation to such Security Assets;
(b) simultaneously with execution of this Mortgage execute and deliver to the Chargee all such stock transfer forms and other documents as may be reasonably requested by the Chargee in order to enable the Chargee (or its nominee), in accordance with paragraph (c) below, to be registered as the owner or otherwise to obtain a legal title to the Security Assets and, without limiting the generality of the foregoing, as soon as practicable shall deliver to the Chargee, executed stock transfer forms for all such Security Assets in favour of the Chargee (or its nominee) as transferees or, if the Chargee so directs, with the transferee left blank; and
(c) at any time following the occurrence of an Enforcement Event, if the Chargee so requests, procure that all such stock transfer forms are forthwith registered by the relevant person and that share certificates in the name of the Chargee (or such nominee) in respect of the Security Assets are forthwith delivered to the Chargee;
4.2 Registration on Transfer At any time following an Enforcement Event, the Chargor hereby authorises the Chargee:
(a) to arrange for any of the Security Assets to be registered in the name of the Chargee (or its nominee); or
(b) (under its powers of realisation), to transfer or cause the Security Assets to be transferred to and registered in the name of the Chargee (or its nominee) or any purchaser or transferee, and upon enforcement of the security created hereby, the Chargor undertakes from time to time to execute and sign all transfers, contract notes, powers of attorney and other documents (and to procure the registration of any such transfer of the Security Assets in the relevant shareholders’ or other register) that are required by the Chargee in connection therewith.
4.3 Liability to Perform Notwithstanding anything to the contrary herein contained, the Chargor shall remain liable to observe and perform all of the conditions and obligations assumed by it in respect of the Security Assets and, withou...
DEPOSIT OF SHARE CERTIFICATES. All share certificates representing the Shares issued in connection with the Offering shall be deposited by the Company directly into the Escrow Account promptly upon issuance. The identity of the purchasers of the securities shall be included on the stock certificates or other documents evidencing such securities. Securities held in the Escrow Account are to remain as issued and deposited and shall be held for the sole benefit of the purchasers, who shall have voting rights with resect to securities held in their names, as provided by applicable state law. No transfer or other disposition of securities held in the Escrow Account or any interest related to such securities shall be permitted other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order.
DEPOSIT OF SHARE CERTIFICATES. Within five (5) days of the execution hereof, Xxxxxx agrees to deposit with Xxxxxx Xxxx Xxxxxxxxx Xxxxxxx & Xxxxxxxxx, P.A. (the "Escrow Agent") the stock certificates representing the Shares. The Escrow Agent shall hold the Shares in escrow from the date of the deposit of said Shares until the purchase price for the Shares is paid or Pluma or Xxxxxx elect not to exercise their right to sell or purchase, as the case may be, as set forth in Section 3 above. The Shares shall be released to Pluma upon the payment by Pluma of the cash portion of the purchase price and the execution of the Note as set forth in Section 2 above, but, shall continue to be held by the Escrow Agent (as Collateral Agent) pursuant to the terms of the Security Agreement. The Escrow Agent shall release the Shares to Xxxxxx in the event Xxxxxx elects not to sell his Shares to Pluma, or Pluma elects not to purchase the Shares from Xxxxxx pursuant to the terms of Section 3 above. The following are other terms and conditions related to the Shares while they are held by the Escrow Agent:
(a) Notwithstanding that the Shares are held in escrow, the Shares may be transferred by will, or pursuant to the laws of descent and distribution, or through appropriate legal proceedings, but in all cases the Shares shall remain in escrow and subject to the terms of this Agreement until released pursuant to the terms hereof. The Shares in escrow may be transferred by gift to "immediate" family members as that term is defined in Plum's Stock Transfer and Redemption Agreement to which Pluma is a party, provided that the Shares shall remain subject to the terms of this Agreement. The Shares may not be pledged to secure a debt.
(b) Xxxxxx shall have all voting rights with respect to the escrowed shares until the shares are delivered by the Escrow Agent to Pluma at closing.
(c) Any dividends paid on the Shares shall be paid to Xxxxxx until the Shares are delivered to Pluma according to the terms hereof.
(d) The Escrow Agent may conclusively rely on, and shall be protected, when it acts in good faith upon, any statement, certificate, notice, request, consent, order or other document which it believes to be genuine and signed by the proper party. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document and its sole responsibility shall be to act only as expressly set forth in this Agreement. The Escrow Agent shall be under no obl...
