Escrow of Certain Consideration Shares Sample Clauses

Escrow of Certain Consideration Shares. On the Closing Date, the Buyers shall deliver to (a) the Escrow Agent a certificate (issued in the name of the Escrow Agent or its nominee) representing the Adjustment Shares (including the ESOT Adjustment Shares) for the purpose of securing the consideration adjustment obligations, as set forth in Section 1.4 of this Agreement and each of the Other Purchase Agreements, (b) the Escrow Agent a certificate (issued in the name of the Escrow Agent or its nominee) representing the Escrow Shares (including the ESOT Escrow Shares) for the purpose of securing the indemnification obligations of the Shareholders and the Other Shareholders, as set forth in the Escrow Agreement and (c) the Escrow Agent a certificate (issued in the name of the Escrow Agent or its nominee) representing the Forfeiture Shares of each Shareholder for the purpose of securing (as additional Escrow Shares) the indemnification obligations of the Shareholders under the applicable provisions of the Escrow Agreement and, following the release of such Forfeiture Shares, such Forfeiture Shares will be delivered to the Forfeiture Shares Escrow Agent for the purpose of ensuring compliance with the forfeiture provisions relating to the Shareholders, the Other Shareholders and the Related JLW Owners, if any, contained in the SCCA. The Adjustment Shares and the Escrow Shares shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof. The Adjustment Shares and the Escrow Shares shall be held and disposed of solely for the purposes and in accordance with the terms of this Agreement, the Other Purchase Agreements and the Escrow Agreement. The Forfeiture Shares shall be held and disposed of by the Escrow Agent pursuant to the applicable provisions of the Escrow Agreement and, upon release, by the Forfeiture Shares Escrow Agent under the applicable provisions of the SCCA.
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Escrow of Certain Consideration Shares. 5 Section 1.4
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Related to Escrow of Certain Consideration Shares

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Stock Consideration 3 subsidiary...................................................................53

  • Share Consideration (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.

  • Cancellation of Certain Shares Each share of Company Common Stock held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

  • Other Consideration As additional consideration, Purchaser shall also assume the Assumed Liabilities at the time of Closing.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Exclusion of Certain Warrants The Company agrees that the redemption rights provided in Section 6.1 shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) if at the time of the redemption such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants continue to be held by the Sponsor or any Permitted Transferees, as applicable. However, once such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if the Post-IPO Warrants permit such redemption by their terms) pursuant to Section 6.1 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants to exercise the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants prior to redemption pursuant to Section 6.1. The Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants and shall become Public Warrants under this Agreement.

  • The Consideration 2.1 The Borrower agrees, as consideration for the Loan, to:

  • Profits on the Sale of Certain Shares; Redemption If any of the events specified in Section 3(c) of this Agreement occur within one year from the last date the Optionee performs services for the Company in the capacity for which the Options were granted (the “Termination Date”), all profits earned from the sale of the Company’s securities, including the sale of shares of common stock underlying the Options, during the two-year period commencing one year prior to the Termination Date shall be forfeited and forthwith paid by the Optionee to the Company. Further, in such event, the Company may at its option redeem shares of common stock acquired upon exercise of the Options by payment of the exercise price to the Optionee. The Company’s rights under this Section 5 do not lapse one year from the Termination Date but are a contract right subject to any appropriate statutory limitation period.

  • Transaction Consideration The Transaction Consideration;

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