ESCROW OF SECURITIES. Buyer agrees he will place the shares owned before the offering of the Company's securities into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent, on such date as the Company shall file a registration statement on Form S-1 ("Form S-1") with the SEC. Subject to certain limited exceptions, such as transfers to family members and trusts for estate planning purposes and upon death while remaining subject to the escrow agreement, these shares will not be transferable and will not be released from escrow until six (6) months after consummation of a business combination, unless the Company consummates a transaction after the consummation of the initial business combination that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. If the Company is forced to dissolve and liquidate, these shares will be cancelled. Additionally, on the date on which the Form S-1 is filed with the SEC, warrants purchased by Buyer will be placed into the escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, said warrants will not be transferable and will not be released from escrow until the 90th day after the completion of the Company's business combination
ESCROW OF SECURITIES. In consideration of Ontro entering into this agreement Aura agrees that upon execution of this Agreement Aura or its designee shall deposit into Ontro's existing securities brokerage account with Xxxxx Fargo Xxx Xxxxxx (the "Account") for Ontro's benefit 2,500,000 shares of freely transferable common stock of Aura Systems, Inc. (the "Aura Systems Shares").
(a) After May 22, 2001 and from time to time thereafter Ontro may withdraw and sell the Aura System Shares for its benefit. Subject only to the other terms of this Agreement Ontro may withdraw and sell Aura System Shares in an amount (net of all costs of sale) Ontro needs to fund its ongoing operations, but in no event more then $230,000 in any one month.
(b) Ontro may only withdraw and sell the Aura Systems Shares from the Account if all cash and marketable securities owned by Ontro have a total value less then $400,000 at the time of the withdrawal. Ontro may only withdraw and sell Aura Systems Shares from the Account until all proceeds from the sale of the Aura Systems Shares withdrawn from the Account (net of all costs of sale) is equal to $1,600,000 less all proceeds received from the sale of Shares pursuant to this Agreement.
(c) Every time Ontro withdraws and sells Aura Systems Shares from the Account, Ontro shall immediately issue to Aura or its designee shares of common stock of Ontro. The number of shares of Ontro common stock to be issued to Aura or its designee shall be equal to the proceeds received by Ontro from the sale of the Aura Systems Shares withdrawn from the Account valuing each Ontro common share at $1.00. In addition Ontro shall pay to Aura the fees set forth in paragraph A. 2 above in connection with all Ontro common stock issued to Aura or its designee pursuant to this Section B.8.
ESCROW OF SECURITIES. 63 SECTION 5.10
ESCROW OF SECURITIES. The Borrower shall have issued the Securities into escrow and delivered the Securities to the Escrow Agent as contemplated by the Escrow Agreement.
ESCROW OF SECURITIES. Ten percent (10%) of the CPI Common Shares issuable to each Driveoff Stockholder in the Transactions shall be deposited into escrow (the "ESCROW") pursuant to the terms of an Escrow Agreement with Chase Manhattan Trust Company, National Association, or other escrow firm as may be agreed upon by the parties, as escrow agent (the "ESCROW AGENT"), in the form set forth on Exhibit 1.4.5 hereto, with such changes as may reasonably be required by the Escrow Agent (the "ESCROW AGREEMENT"), to secure claims by the CPI Indemnitees for indemnification pursuant to Article VII hereof.
ESCROW OF SECURITIES. At the Effective Time, Yooma shall cause 10% of the Yooma Shares that are to be issued to the Socati Converted Shareholders under this Agreement (collectively, the “Indemnity Shares”) to be deposited with the Escrow Agent pursuant to the Escrow Agreement. The Indemnity Shares shall be applied, as necessary, in accordance with this Article 7, to satisfy the indemnity obligations of the Socati Shareholders, and shall be released to the applicable Socati Converted Shareholder, returned to Yooma for cancellation, sold to a third-party or sold through the facilities of the Exchange in accordance with the terms of this Agreement and the Escrow Agreement.
ESCROW OF SECURITIES. Buyer agrees he will place the Shares into an escrow account maintained by an escrow agent acceptable to the Company, on such date as the Company shall file a registration statement on Form S-1 ("Form S-1") with the SEC. Buyer acknowledges and agrees that these Shares will not be transferable during the escrow period except for (i) transfers to an entity’s members upon its liquidation; (ii) transfers to relatives and trusts for estate planning purposes; or (iii) transfers by private sales made at or prior to the consummation of a business combination at prices no greater than the price at which the shares were originally purchased, in each case where the transferee agrees to the terms of the escrow agreement and Buyer will retain all other rights as a stockholder, including, without limitation, the right to vote the Shares and the right to receive cash dividends, if declared. Buyer further acknowledges and agrees that the Shares will not be released from escrow until the earlier of: · one year after the consummation of a business combination; · the last sales price of the Company’s Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing after the consummation of a business combination; or · the Company consummates a liquidation, merger, stock exchange or other similar transaction after the consummation of the initial business combination that results in all of its stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. If dividends are declared and payable in shares of Common Stock, such dividends will also be placed in escrow.
ESCROW OF SECURITIES. (g) Definitions.....................................
ESCROW OF SECURITIES. Immediately prior to the ---------------------- Offering, the Lessee shall cause each of the officers and directors named in Schedule 3.12, as holders of the issued and outstanding shares of the equity ------------- securities of the Lessee and any Guarantor, to place their respective shares of the Lessee and any Guarantor in escrow with a financial institution and on terms reasonably acceptable to the Lessor; provided that with respect to each of these officers and directors:
(i) One half of their shares of such equity securities shall be released from escrow on the Release Date; and
(ii) All of their remaining shares of such equity securities shall be released one year after the Release Date.
(iii) It is understood that only shares issued to the named officers and/or directors as of the Offering date will be included in this escrow. Any shares issued subsequent to the Offering to one of the officers or directors covered by this clause either by purchase or pursuant to an employee stock option plan shall not be covered by this escrow.
ESCROW OF SECURITIES. Name Title/Position ---- --------------
