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. In accordance with Section 4(h) of the Securities Purchase Agreement, and based upon certain representations and warranties contained in the Securities Purchase Agreement, upon registration of the Registrable Securities, and from time to time as requested by the Buyer thereafter, the Company shall place in trust with the Escrow Agent one or more stock certificates representing a number of non-legended shares of Common 77 Stock as specified in the Securities Purchase Agreement ("Escrow Shares"). The Escrow Agent shall hold the Escrow Shares in certificate form or in a brokerage account as the Escrow Agent deems appropriate to fulfill his duties under the Securities Purchase Agreement and hereunder. None of the Escrow Shares shall be disbursed other than in accordance with the terms of Section 4(h) of the Securities Purchase Agreement and of the terms hereof, or in accordance with the written instructions of both the Company and the Buyer delivered to the Escrow Agent. In no event shall the Escrow Agent release or transfer any Escrow Shares to any party other than to the Buyer (or another buyer) or to the Company in accordance with this Agreement, absent express written instructions from the Company and the Buyer to transfer Escrow Shares to a third party. Upon a full or partial conversion of Preferred Stock or exercise of the Option, the Buyer shall deliver via facsimile to the Escrow Agent a copy of the Notice of Conversion (and along with it, if applicable, the Option exercise form). Likewise, should the Buyer exercise the Warrant in full or in part, the Buyer shall deliver to the Escrow Agent a copy of such exercise form. The Escrow Agent shall use its reasonable best efforts to cause the delivery from escrow to the Buyer (in accordance with the Buyer's written instructions to the Escrow Agent, and via electronic transfer or otherwise) of the number of shares of Common Stock specified in the Notice of Conversion (and Option exercise notice, if applicable) or the Warrant exercise form within three (3) business days after receipt of such Notice of Conversion (and Option exercise notice) or Warrant exercise form. The Escrow Agent shall not be responsible for any breach by the Company of its obligation to timely deliver sufficient Escrow Shares to effect a conversion or exercise. Upon Buyer's receipt of all Common Stock due upon conversion of all of the Preferred Stock issued to the Buyer, including also any Option Shares to be issued upon exercise of the Op...
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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. 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. (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.
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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.
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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 upon the exercise of the Warrants or the conversion of the shares of Preferred Stock acquired by the Purchaser on the First Closing Date;

  • Escrow of Shares (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider.

  • 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).

  • Delivery of Shares of Common Stock As soon as reasonably practicable following the date of vesting pursuant to the Vesting Period, or Executive’s earlier termination of employment or other event entitling Executive to vest in the RSUs pursuant to Paragraph 3, subject to Section 9(i), Newmont shall cause to be delivered to Executive a stock certificate or electronically deliver shares through a direct registration system for the number of shares of Common Stock (net of tax withholding as provided in Paragraph 5) deliverable to Executive in accordance with the provisions of this Agreement; provided, however, that Newmont may allow Executive to elect to have shares of Common Stock, which are deliverable in accordance with the provisions of this Agreement upon vesting (or a portion of such shares at least sufficient to satisfy Executive’s tax withholding obligations with respect to such Common Stock), sold on behalf of Executive, with the cash proceeds thereof, net of tax withholding, remitted to Executive, in lieu of Executive receiving a stock certificate or electronic delivery of shares in a direct registration system.

  • Transfer of Common Stock The Common Stock to be delivered hereunder, or any interest therein, may be sold, assigned, pledged, hypothecated, encumbered, or transferred or disposed of in any other manner, in whole or in part, only in compliance with the terms, conditions and restrictions as set forth in the governing instruments of the Company, applicable federal and state securities laws or any other applicable laws or regulations and the terms and conditions hereof.

  • Purchase of Shares of Common Stock Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9 hereof, obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Security of which such Purchase Contract is a part. The "Settlement Rate" is equal to:

  • Grant of Common Stock Subject to the restrictions, forfeiture provisions and other terms and conditions set forth herein (a) the Company hereby grants to Grantee, Four Hundred Sixty-One Thousand Two Hundred Ninety-Four (461,294) shares of Common Stock of the Company (“Grant Shares”), and (b) Grantee shall have all rights and privileges of ownership of such Grant Shares subject to this Agreement and the Plan.

  • 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 after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of 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 if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful.

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