Escrow of Common Stock Sample Clauses

Escrow of Common Stock. As additional security for the transactions contemplated herein (and in the Note purchase agreements executed by the Company and third parties with respect to this offering(, the Company has agreed to place in escrow with the Escrow Agent 1,000,000 shares of non-restricted Common Stock ("Escrowed Shares"), in accordance with the terms of that escrow agreement attached to this Agreement as EXHIBIT B (the "Escrow Agreement"). With respect to the conversion of the Note, in addition to the provisions of Section 3.3 above, upon conversion of the Note into Common Stock in accordance with their terms, so long as a sufficient number of Escrowed Shares are held by the Escrow Agent to effect such a conversion, the Purchaser shall submit via facsimile a copy of each notice of conversion to the Escrow Agent, and the Escrow Agent shall transmit to the Purchaser via electronic transfer, or via delivery of one or more non-legended stock certificates (along with duly executed and Medallion guaranteed stock powers) representing, such number of Escrowed Shares as are specified in such notice of conversion. Such transfer, so long as in accordance with the terms of this Agreement, the Escrow Agreement and the notice of conversion delivered to the Escrow Agent, shall satisfy the conversion requirement of any portion of the Note so converted. If all (or such number that no further portion of the Note may be converted in full based upon the then-prevailing conversion price) of the Escrowed Shares are delivered to the Purchaser pursuant to conversion of the Note, but there is any portion of the Note still outstanding, the Purchaser may require the Company to place additional non-restricted Common Stock in escrow, which the Company shall place in escrow within three (3) business days after written request from the Purchaser to do so. The number of additional shares shall be equal to two and one-half times [(the outstanding principal of that portion of the Note not previously converted) divided by {(the then current bid price of the Common Stock, determined by taking the lowest closing bid price for the ten (10) trading days prior to such written request by Purchaser) multiplied by the ten applicable conversion rate as stated in the Notes}]. Likewise, the Company agrees, and does hereby reaffirm and covenant, that, should the Purchaser, in good faith, reasonably deem itself insecure upon examination and consideration of the outstanding principal amount due under the Note and the nu...
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Escrow of Common Stock. As security for your faithful performance of the terms of this Agreement and to insure the availability for delivery of your Common Stock upon exercise of the Unvested Share Repurchase Options herein provided for, you agree, at the closing hereunder, to deliver to and deposit with Secretary of the Company or the Secretary's designee ("Escrow Agent"), as Escrow Agent in this transaction, three (3) stock assignments duly endorsed (with date and number of shares left blank) in the form attached to the Grant Notice as Attachment III, together with a certificate or certificates evidencing all of the Common Stock subject to the Unvested Share Repurchase Option; said documents are to be held by the Escrow Agent and delivered by said Escrow Agent pursuant to the Joint Escrow Instructions of you and the Company set forth in Attachment IV to the Grant Notice, which instructions you also agree to deliver to the Escrow Agent at the closing hereunder.
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Escrow of Common Stock. Following the execution of this Agreement, until such time as the conditions precedent to the Closing specified under Section 1.4 of this Agreement, Purchaser and Seller agree that the executed Agreement and the certificate representing the Purchase Price shall be placed in escrow, in accordance with terms of the Escrow Agreement, attached hereto as Exhibit D. 2 of 14
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Escrow of Common Stock. On achieving the minimum offering of 100,000 shares of common stock, the Company shall issue and deliver or cause to be delivered to the Escrow Agent such number of Common Stock shares as required by the investor's Subscription Agreement. The Escrow Agent shall hold the Common Stock and shall deliver them or redeliver them to the Investor or to the Company, as applicable, only in accordance with the terms and conditions of this Escrow Agreement.
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Escrow of Common Stock. (a) To facilitate the delivery of the Conversion Shares upon any conversion of the CAOL Note(s) in whole or in part or the full or partial exercise of the GCA Warrants, CAOL will issue 6,500,000 shares of CAOL Common Stock (Escrow Shares) in the name of Escrow Agent and will deliver the certificates for such shares without legend to the Escrow Agent within five (5) business days of the mutual execution of this Agreement. (b) CAOL will deliver to Escrow Agent at the address listed below certificates without legend in the name of Escrow Agent for such Escrow Shares: David A. Rapaport, Esq. 333 Sandy Springs Circle, Sxxxx 000 Atlanta, GA 30328 Tel: 404/257-9150 Fax: 404/257-9125 Email: drapaport@hcfmgmt.com (x) Xxxxxx Xxxxx xxxll upon receipt of the Escrow Shares or any Additional Escrow Shares (as defined in Section 12 (d) herein), to deposit the Escrow Shares and any Additional Escrow Shares into his securities brokerage account at Bear Stearns Securities Corp. (XXXX). At the request of BEST, CAOL, will take all necessary actions to cause the Escrow Shares to be transferred promptly into the street name of BEST's securities depository. (d) If at any time, or from time to time, the Escrow Agent is holding less than 200% of the number of Escrow Shares required to convert the remaining CAOL Notes(s) (based on the then Conversion Price) plus up to the number of shares of CAOL Common Stock issuable upon exercise of the GCA Warrants, the Escrow Agent and/or Holder(s) may request in writing that the Company deposit enough additional shares of common Stock with the Escrow Agent (Additional Escrow Shares) so that the Escrow Agent is holding 200% of the number of Escrow Shares required to convert such remaining CAOL Note(s) plus the number of shares of CAOL Commonn Stock issuable upon exercise of the GCA Warrants. The failure of the Company to deliver such Additional Escrow Shares within ten business days of such demand shall be a material default of this Agreement and in addition to any other remedies, including without limitation specific performance (to which Holder(s) are hereby entitled), shall entitle the Holder(s) to an immediate distribution of Escrow shares in an amount equal to 500,000 Escrow Shares, plus an additional 50,000 Escrow Shares for each day after the tenth business day such failure to deliver the additional Escrow Shares continues. (Such distribution shall be made by the Escrow Agent to the Holder(s) pro-rata to the principal amount of CAOL Note...
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Escrow of Common Stock. (a) to facilitate the delivery of the Conversion Shares upon any conversion of the CAOL Note(s) in whole or in part , CAOL will issue an aggregate of 10,000,000 shares (twenty certificates of 500,000 shares each) of CAOL Common Stock (Escrow Shares) in the name of Knights Bridge Capital and will deliver the certificates for such shares without legend to the Escrow Agent within five (5) business days of the mutual execution of this Agreement. (b) CAOL will deliver on behalf of the Escrow Agent at the address listed below certificates without legend in the name of Knights Bridge Capital for such Escrow Shares: Per the instructions of the Escrow Agent (c) Escrow Agent shall advise the holder of the securities that upon receipt of the Escrow Shares or any Additional Escrow Shares (as defined in Section 13 (d) herein), to deposit the Escrow Shares and any Additional Escrow Shares into the account of Knights Bridge Capital with the sole signatory on such account to be Stone Tower Inc.
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Escrow of Common Stock. (a) To ensure the availability for delivery of the Common Stock upon repurchase by the Company pursuant to the Company's Repurchase Option, promptly upon execution of this Agreement, the Seller shall deliver to the Escrow Agent a certificate (or certificates) representing the Common Stock, along with fully executed stock powers that are medallion guaranteed and duly endorsed in form for transfer to the Company. The Seller shall also promptly deliver to the Escrow Agent any other documents or instruments reasonably requested by the Escrow Agent. The certificates representing the Common Stock together with the stock powers shall be held by the Escrow Agent in escrow pursuant to the terms of an Escrow Agreement to be entered into simultaneously with the execution of this Agreement in the form attached hereto as Exhibit A. (b) Subject to the terms hereof, the Seller shall have all the rights of a shareholder with respect to such Common Stock while they are held in escrow, including without limitation, the right to vote the Common Stock and receive any cash dividends declared thereon. If, from time to time during the term of the Company's Repurchase Option, there is (i) any stock dividend, stock split or other change in the Common Stock, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which the Seller is entitled by reason of the Seller's ownership of the Common Stock shall be immediately subject to this escrow, deposited with the Escrow Agent and included thereafter as "Common Stock" for purposes of this Agreement and the Company's Repurchase Option.
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Escrow of Common Stock 
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Related to Escrow of Common Stock

  • Shares of Common Stock The Company shall have duly reserved the number of Underlying Shares required by this Agreement and the Transaction Documents to be reserved for issuance upon conversion of the Debentures and the exercise of the Warrants;

  • Fractional Shares of Common Stock (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down). (b) The Company shall not issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which evidence fractional shares of Common Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be issued or distributed, the actual issuance or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.

  • Purchase of Shares of Common Stock (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 (the "Threshold Appreciation Price"), 2.3719 shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.28, 2.8935 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

  • Reservation of Shares of Common Stock The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • PURCHASE OF COMMON STOCK Subject to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation to purchase from the Company, Purchase Shares as follows:

  • Issuance of Shares of Common Stock As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Certificate of Incorporation the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Certificate of Incorporation, which would include the rounding down of any entitlement to receive shares of Common Stock to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive.

  • Sale of Common Stock Subject to the terms and conditions of this Agreement, Company hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Company an aggregate of 250,000 shares of Company's Common Stock (the "Shares"), at the purchase price of $2.06 per share for an aggregate purchase price of $515,000.

  • Listing of Common Stock The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

  • Price of Common Stock The Company has not taken, and will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or that might reasonably be expected to constitute, the stabilization or manipulation of the price of the shares of the Common Stock to facilitate the sale or resale of the Shares.

  • Listing of Common Shares As of each Advance Date, the Shares to be sold by the Company from time to time hereunder will have been registered under Section 12(b) of the Exchange Act and approved for listing on the Principal Market, subject to official notice of issuance.

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