Escrow of Parent Shares Sample Clauses

Escrow of Parent Shares. Within five (5) business days after the Effective Date, Certificates representing the Parent Shares specified on Schedule A for each EBS Spectrum Capacity IUA that could be executed hereunder shall be dated the Effective Date, properly signed and issued, and such shares shall be registered on the Effective Date in Clearwire Parent's stock ledger, in the name of the corresponding Licensee (or its permitted designee approved by Clearwire Parent), and such certificates together with stock powers executed in blank by the Licensee, shall be deposited with the Escrow Agent as provided in ARTICLE IV and the Escrow Agreement attached as Exhibit III hereto (the "Escrow Agreement"), to be released to the Licensee on the Commencement Date of the corresponding EBS Spectrum Capacity IUA (the "Escrow") or returned to Clearwire Parent as provided in this Agreement or the applicable IUA.
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Escrow of Parent Shares. (a) Parent will hold the Escrowed Shares, as security for Seller’s obligations under 7.02(a), until the first anniversary of the Closing (the “Escrow Termination Date”). Subject to the terms hereof, Seller will have all the rights of a stockholder with respect to the Escrowed Shares, including without limitation, the right to vote the Escrowed Shares and receive any cash dividends declared thereon.
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Escrow of Parent Shares. On the Effective Date, Stockholder shall deliver to the Escrow Agent 50,000 shares (post 30:1 reverse stock split) of Parent common stock (the “Escrow Shares”). The Escrow Shares will be represented by a certificate or certificates issued in the name of the Escrow Agent or its nominee. The Escrow Shares shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. The Escrow Agent agrees to accept delivery of the Escrow Shares and to hold the Escrow Shares (as well as any dividends or other amounts paid on such account pursuant to Section 2(b)) in an escrow account (the “Escrow Account”) subject to the terms and conditions of this Agreement. Upon delivery, the Escrow Agent will issue a written receipt for the Escrow Shares to the Stockholder.
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Escrow of Parent Shares. All of the Parent Shares issued to the Shareholders, Xxxxxx Xxxxxxxxxxx and Xxxxx X'Xxxxx (collectively, the "Issuees"), will be escrowed at Closing pursuant to a Depository Agreement-Escrow (the "Escrow Agreement"). Each Issuee will deposit the shares to which he is entitled in the Merger or the Acquisition, as applicable, in such escrow along with sufficient blank stock powers for his such shares if they need to be cancelled pursuant to this Section 6.7. The Parent Shares will be released to the Issuees as follows: On the date, or as soon as reasonable thereafter, that the Parent completes one or more Qualified Private Placements (as hereafter defined), the Issuees, as a group, to be shared pro rata, will be entitled to release of one Parent Share for each $1.00 received by Parent for the sale of its Common Stock Shares, so long as at least an aggregate of $2,000,000 net to the Parent after commissions, fees and expenses (herein after referred to as "net to the Parent") in such Qualified Private Placements is received by the date that is no later than seventy-five (75) days after the date that the Parent applies for the Parent Common Stock to become quoted on the OTC Bulletin Board (the "Release Date"). If Parent has not completed one or more Qualified Private Placements for an aggregate purchase price of no less than $2,000,000 net to the Parent by the Release Date, then all of the Parent Shares will be released to the Parent, along with the blank stock powers, and the Parent Shares will be cancelled and voided, and the Issuees will receive no consideration for their Company Common Stock or additional consideration in the Acquisition, as applicable. Xxxxx Xxxxxxx, President of Parent, or his successor, and Xxxx Xxxx, as representative of the Issuees, are authorized and directed to instruct the Depository under the Escrow Agreement to release the Parent Shares in accordance with this paragraph. If the Parent has completed one or more Qualified Private Placements for at least $2,000,000 net to the Parent by the Release Date, then the Depository shall hold all unreleased shares for an additional thirty (30) days past the Release Date. If during such additional thirty days the Parent shall complete one or more additional Qualified Private Placements for up to an aggregate total of $3,000,000 net to the Parent (including the private placements during the original sixty days), the Issuees, as a group, to be shared pro rata, shall be entitled to release of add...
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Related to Escrow of Parent Shares

  • Parent Shares All of the Parent Shares issuable in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and non-assessable and free and clear of any liens (other than those created under federal and state securities laws or the Voting Agreement) and not subject to preemptive or other similar rights of the stockholders of Parent.

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

  • Merger Shares The Merger Shares have been duly authorized and, when issued in consideration for the conversion of the Company Shares, as a result of the Merger and pursuant to the terms hereof, will be validly issued, fully paid and non-assessable, and not subject to any liens, pledges, charges, encumbrances, restrictions of any kind, preemptive rights or any other rights or interests of third parties or any other encumbrances, except for applicable securities law restrictions on transfer, including those imposed by Regulation D or Section 4(2) of the Securities Act and Rule 144 promulgated under the Securities Act and under applicable “blue sky” state securities laws. Assuming that all of the holders of Target Shares are “accredited investors,” as such term is defined in Regulation D promulgated under the Securities Act, and that all such Persons have complied with all of the terms and conditions of this Agreement, the offer and sale of the Merger Shares under this Agreement will be exempt from the registration requirements of the Securities Act and in compliance with all federal and state securities laws.

  • Escrow of Unvested Shares For purposes of facilitating the enforcement of the provisions of Section 3, Purchaser agrees, immediately upon receipt of the stock certificate or, in the case of uncertificated securities, notice of issuance, for the Shares subject to the Repurchase Option, to deliver any such stock certificate(s) as well as a Stock Power in the form attached to this Agreement as Exhibit A executed by Purchaser and by Purchaser’s spouse (if required for transfer), in blank, to the Secretary of the Company, or the Secretary’s designee, to hold such Shares (and stock certificate(s), if any) and Stock Power in escrow and to take all such actions and to effectuate all such transfers and/or releases as are required in accordance with the terms of this Agreement. Purchaser hereby acknowledges that the Secretary of the Company, or the Secretary’s designee, is so appointed as the escrow holder with the foregoing authorities as a material inducement to make this Agreement and that said appointment is coupled with an interest and is accordingly irrevocable. Purchaser agrees that said escrow holder shall not be liable to any party hereof (or to any other party). The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Purchaser agrees that if the Secretary of the Company, or the Secretary’s designee, resigns as escrow holder for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow holder pursuant to the terms of this Agreement.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • 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.

  • Escrowed Shares a. With respect to the Escrowed Shares, upon an event of default as set forth in the Pledge Agreement, the Escrow Agent shall send written notice to the Transfer Agent ("Escrow Notice") to transfer such number of Escrow Shares as set forth in the Escrow Notice to the Buyers. Upon receipt of an Escrow Notice, the Transfer Agent shall promptly transfer such number of Escrow Shares to the Buyers as shall be set forth in the Escrow Notice delivered to the Transfer Agent by the Escrow Agent. Further, the Transfer Agent shall promptly transfer such shares from the Buyers to any subsequent transferee promptly upon receipt of written notice from the Buyers or their counsel. If the Escrow Shares are not registered for sale under the Securities Act of 1933, as amended, then the certificates for the Escrow Shares shall bear the legend set forth in Section 1b.

  • Merger Sub Stock Each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • Parent Stock As of December 15, 2013, the entire authorized capital stock of the Parent consists of (a) 200,000,000 shares of Parent Common Stock of which 103,963,318 shares of Parent Common Stock are duly and validly issued and outstanding, fully paid and nonassessable as of the Closing Date, and (b) 40,000,000 preferred shares of beneficial interest, $0.01 par value per share, of which, 9,498,888 shares in the aggregate of Series G, Series H and Series I of such preferred shares of beneficial interest are duly and validly issued and outstanding, fully paid and nonassessable as of the Closing Date and such preferred shares of beneficial interest provide no rights to any holder thereof that may cause a violation of Section 6.04(f). The issuance and sale of such Parent Common Stock and such preferred shares of beneficial interest of the Parent either (i) has been registered under applicable federal and state securities laws or (ii) was issued pursuant to an exemption therefrom. The Parent meets the requirements for taxation as a REIT under the Code.

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