Escrow of the Seller’s Shares Sample Clauses

Escrow of the Seller’s Shares. (a) Upon execution of this Agreement, the Seller shall deliver to Global Law Office, with an address at 15th Xxxxx, Xxxxx 0, Xxxxx Xxxxxxx Xxxxx, Xx.00 Xxxxxxx Xxxx, Xxxxxxx, Xxxxx 000000, as Collateral Agent (the “Collateral Agent”), stock certificates representing the Seller’s Shares. The stock certificates representing the Seller’s Shares (together with duly executed stock powers in blank) shall be held by the Collateral Agent. (b) Upon receipt of a Call Exercise Notice, the Collateral Agent shall promptly deliver the Seller’s Shares being purchased pursuant to such Call Exercise Notice in accordance with the instructions set forth therein. In the event that the Collateral Agent shall receive notice from the Parties that the Conditions have not been met, the Seller’s Shares shall be distributed in accordance with their instructions.
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Escrow of the Seller’s Shares. (a) Upon the Exchange Transaction, the Seller will deliver to Axxxxx & Jxxxxx, LLP, as collateral agent (the “Collateral Agent”), certificates representing the Seller’s Shares. The certificates representing the Seller’s Shares (together with duly executed stock powers in blank) will be held by the Collateral Agent. (b) Upon receipt of a Call Exercise Notice, the Collateral Agent will promptly deliver the Seller’s Shares being purchased pursuant to such Call Exercise Notice in accordance with the instructions set forth therein and in accordance with any other lock-up, make-good or similar agreement in place between the Buyer or the Seller and other third party. In the event that the Collateral Agent receives notice from the Parties that the Conditions have not been met, the Seller’s Shares will be distributed in accordance with their instructions. (c) After the delivery of the documents mentioned in the above paragraph (a), neither party may wholly or partially terminate the escrow relationship with the Collateral Agent or wholly or partially modify the terms and conditions agreed for the escrow of the Seller’s Shares at any time before the 35th day subsequent to the Expiration Date, except that the Buyers effectively enforced the Call Right.
Sample 1
Escrow of the Seller’s Shares. (a) Upon execution of this Agreement, the Seller shall deliver to the Collateral Agent pursuant to the Stock Pledge Agreement, stock certificates representing the Seller’s Shares. The stock certificates representing the Seller’s Shares (together with duly executed stock powers in blank) shall be held by the Collateral Agent. (b) The Purchaser hereby acknowledges that the Seller’s Shares are subject to the Stock Pledge Agreement. The Purchaser shall not exercise the Call Option until the Seller’s Shares are no longer subject to the Stock Pledge Agreement. In the event that any portion of the Seller’s Shares is foreclosed by the Collateral Agent pursuant to the Stock Pledge Agreement, the Call Option to purchase such portion of the Seller’s Shares shall expire immediately.
Sample 1Sample 2
Escrow of the Seller’s Shares. (a) Upon execution of this Agreement, the Seller shall deliver to Guzov Ofsink, LLC, with an address at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as Collateral Agent (the “Collateral Agent”), stock certificates representing the Seller’s Shares. The stock certificates representing the Seller’s Shares (together with duly executed stock powers in blank) shall be held by the Collateral Agent. (b) Upon receipt of a Call Exercise Notice, the Collateral Agent shall promptly deliver the Seller’s Shares being purchased pursuant to such Call Exercise Notice in accordance with the instructions set forth therein. In the event that the Collateral Agent shall receive notice from the Parties that the Conditions have not been met, the Seller’s Shares shall be distributed in accordance with their instructions.
Sample 1Sample 2
Escrow of the Seller’s Shares. (a) Upon execution of this Agreement, the Seller shall deliver to Beijing Sino Pro Law Firm, as Collateral Agent (the “Collateral Agent”), certificates representing the Seller’s Shares. The certificates representing the Seller’s Shares (together with duly executed stock powers in blank) shall be held by the Collateral Agent. (b) Upon receipt of a Call Exercise Notice, the Collateral Agent shall promptly deliver the Seller’s Shares being purchased pursuant to such Call Exercise Notice in accordance with the instructions set forth therein and in accordance with any other Lock-Up or Make Good Agreement in place between the Purchaser or the Seller and other third party. In the event that the Collateral Agent shall receive notice from the Parties that the Conditions have not been met, the Seller’s Shares shall be distributed in accordance with their instructions.
Sample 1

Related to Escrow of the Seller’s Shares

  • Expenses of the Selling Shareholders The Selling Shareholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

  • Title to the Shares Seller owns of record and beneficially the Shares of the Company, free and clear of all liens, encumbrances, pledges, claims, options, charges and assessments of any nature whatsoever, with full right and lawful authority to transfer the Shares to Buyer. No person has any preemptive rights or rights of first refusal with respect to any of the Shares. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the Shares. There are no outstanding rights, options, warrants, calls, commitments, or any other agreements of any character, whether oral or written, with respect to the Shares.

  • Expenses of the Selling Stockholders The Selling Stockholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

  • Agreement to Sell and Purchase the Shares At the Closing (as defined in Section 3), the Company will sell to the Purchaser, and the Purchaser will buy from the Company, upon the terms and conditions hereinafter set forth, the number of Shares (at the purchase price) shown below:

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

  • Shareholder Servicing All expenses of maintaining and servicing shareholder accounts, including but not limited to the charges of any shareholder servicing agent, dividend disbursing agent, transfer agent or other agent engaged by the Trust to service shareholder accounts.

  • Further Agreements of the Selling Stockholders Each of the Selling Stockholders covenants and agrees with each Underwriter that:

  • Certificate of Selling Stockholders A certificate, dated such Date of Delivery, of an Attorney-in-Fact on behalf of each Selling Stockholder confirming that the certificate delivered at Closing Time pursuant to Section 5(f) remains true and correct as of such Date of Delivery.

  • The Purchaser is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

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