Escrow of Units Sample Clauses

Escrow of Units. If any portion of the Purchase Price is evidenced by a promissory note, the certificate(s), if any, for such portion or all of the Offered Units shall be endorsed in blank, or accompanied by a duly executed, blank stock power, and delivered, in escrow, to an entity which customarily acts as an escrow agent. The escrow agent shall hold such documents as security for repayment of the promissory note. The other Owners shall execute a stock pledge agreement which is reasonably acceptable to the Seller (or Personal Representative) and the other Owners that grants the Seller (or Personal Representative) a security interest in such Units. Upon receipt of notice from the other Owners that the promissory note has been paid in full, the escrow agent shall deliver all deposited certificates and related stock powers, if any, to the appropriate other Owners. As long as the other Owners are not in default under the payment of any promissory note given for the purchase of the Units, the other Owners will enjoy all of the rights accruing from the ownership of such Units.
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Escrow of Units. During the period of time between the Grant Date and the earlier of the date the Restricted Units vest or are forfeited (the "Restriction Period"), the Restricted Units shall be registered in the name of the Grantee. The Restricted Units may be retained by the transfer agent or certificates may be held in escrow by the Company, together with a unit power endorsed by the Grantee in blank if so required by the Company. Any certificate issued and held by the Company shall bear a legend as provided by the Company, conspicuously referring to the terms, conditions and restrictions described in this Agreement. Upon termination of the Restriction Period, the Company shall release the restrictions on any vested Units and a certificate representing such vested Units shall be delivered to the Grantee as promptly as is reasonably practicable following such termination or, at the Company's option, shall be delivered in street name to a brokerage account established by the Grantee.
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Escrow of Units. If any portion of the Purchase Price is evidenced by a promissory note, the certificate(s), if any, for such portion or all of the Offered Units shall be endorsed in blank, or accompanied by a duly executed, blank stock power, and delivered, in escrow, to an entity which customarily acts as an escrow agent. The escrow agent shall hold such documents as security for repayment of the promissory note. Upon notice from the other Owners that the promissory note has been paid in full, the escrow agent shall deliver all deposited certificate(s), if any, to the appropriate other Owners. Article - Life Insurance 1.
Sample 1
Escrow of Units. Pursuant to the Operating Agreement, IHDR shall receive Forty-Nine Percent (49%) of the Class “A” Membership Units and that certain corporation Private Capital Group, Inc. (“PCG”) and its ownership of Four Percent (4%) of the Class “C” Membership Units, as described therein (the “Units”), of SEP for the Financing and Additional Financing. If IHDR shall not obtain the “Financing”, as described in Section 1 herein, the parties agree that IHDR and PCG shall tender all their Units to WTCH, and, if IHDR shall not obtain the “Additional Financing”, as described in Section 2 herein, the parties agree that IHDR shall tender Twenty-Four and One Half Percent (24.5%) of its Units to WTCH.
Sample 1
Escrow of Units. At Closing, the Acquirer shall hold back and keep in escrow twenty-five percent (25%) of the Units (the "Escrowed Units") that otherwise would be delivered to the Contributor (or its designee) at Closing as part of the Consideration. By separate
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Escrow of Units. 4 1.5 Deposit............................................................... 4 1.6
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Escrow of Units. At Closing, the Acquirer shall hold back and keep in escrow twenty-five percent (25%) of the Units (the "Escrowed Units") that otherwise would be delivered to the Contributor at Closing as part of the Consideration. By separate contribution agreement, the Barcelo Crestline Limited Partner and the General Partner collectively will also escrow twenty-five percent (25%) of the limited partnership units of the Acquirer to which they will be entitled under such separate contribution agreement. The Escrowed Units shall be held by the Acquirer until such time as all of the following have occurred (collectively, the "Project Close-Out"): (a) "Completion" has occurred under the Hotel Development Agreement, (b) all "Punchlist Items" (as defined in the Hotel Development Agreement) are fully completed, (c) any and all disputes with the Developer, the contractor and any other parties relating to the construction and development of the Project which are reasonably anticipated to be settled for $25,000 or more have been settled and final payments have been made to the Developer and the contractor (including any retainage amounts), and (d) all other Development Expenses have been paid. Any distributions under the Acquirer's Partnership Agreement which are paid by the Acquirer on the Escrowed Units while they are in escrow shall be paid to the Contributor. On the date on which all conditions for Project Close-Out have been satisfied except for the payment of the costs and expenses which constitute a "Capped Overrun" (as defined in the Hotel Development Agreement), if such Capped Overrun exists, the Contributor shall pay its percentage portion of such Capped Overrun to the Company pursuant to the provisions of the Sugar Land Partnership Agreement as if the Contributor were still a partner thereof. If the Contributor fails to pay such portion of the Capped Overrun within twenty (20) days after the date on which Project Close-Out would have occurred but for the payment of the amount of the Capped Overrun, then the Acquirer shall have the right to take out of escrow and retain the number of Escrowed Units having a value (as of the date the Escrowed Units are taken out of escrow) equal to the amount of the Capped Overrun which the Contributor failed to pay, in which event the Acquirer will pay to the party entitled thereto the amount of the Capped Overrun which the Contributor failed to pay. The balance of the Escrowed Units shall be released from escrow and delivered to the Co...
Sample 1
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Escrow of Units. If any portion of the Purchase Price is evidenced by a promissory note, the certificate(s), if any, for such portion or all of the Offered Units shall be endorsed in blank, or accompanied by a duly executed, blank stock power, and delivered, in escrow, to an entity which customarily acts as an escrow agent. The escrow agent shall hold such documents as security for repayment of the promissory note. Upon notice from the other Owners that the promissory note has been paid in full, the escrow agent shall deliver all deposited certificate(s), if any, to the appropriate other Owners.
Sample 1

Related to Escrow of Units

  • 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.

  • Escrow of Restricted Shares The Company shall evidence the Restricted Shares in the manner that it deems appropriate. The Company may issue in your name a certificate or certificates representing the Restricted Shares and retain such certificate(s) until the restrictions on such Restricted Shares expire as described in Section 5 or 6 of this Agreement or the Restricted Shares are forfeited as described in Section 4 and 6 of this Agreement. If the Company certificates the Restricted Shares, you shall execute one or more stock powers in blank for those certificates and deliver those stock powers to the Company. The Company shall hold the Restricted Shares and the related stock powers pursuant to the terms of this Agreement, if applicable, until such time as (a) a certificate or certificates for the Restricted Shares are delivered to you, (b) the Restricted Shares are otherwise transferred to you free of restrictions, or (c) the Restricted Shares are canceled and forfeited pursuant to this Agreement.

  • 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.

  • Settlement of Units As soon as practicable after any date on which Units vest (but no later than the 15th day of the third calendar month following such vesting date), the Company will cause to be issued and delivered to you (or to your personal representative or your designated beneficiary or estate in the event of your death, as applicable), one Share in payment and settlement of each vested Unit. Delivery of the Shares shall be effected by the issuance of a stock certificate to you, by an appropriate entry in the stock register maintained by the Company’s transfer agent with a notice of issuance provided to you, or by the electronic delivery of the Shares to a brokerage account you designate, and shall be subject to the tax withholding provisions of Section 8 of this Agreement and compliance with all applicable legal requirements as provided in Section 18(c) of the Plan, and shall be in complete satisfaction and settlement of such vested Units. The Company will pay any original issue or transfer taxes with respect to the issue and transfer of Shares to you pursuant to this Agreement, and all fees and expenses incurred by it in connection therewith.

  • Escrow of Stock If after any property becomes distributable pursuant to Section 4 by reason of the taking of any record of the holders of Common Stock, but prior to the occurrence of the event for which such record is taken, a holder of this Warrant exercises the Warrant during such time, then such holder shall continue to be entitled to receive any shares of Common Stock issuable upon exercise hereunder by reason of such adjustment and such shares or other property shall be held in escrow for the holder of this Warrant by the Company to be issued to holder of this Warrant upon and to the extent that the event actually takes place. Notwithstanding any other provision to the contrary herein, if the event for which such record was taken fails to occur or is rescinded, then such escrowed shares shall be canceled by the Company and escrowed property returned to the Company.

  • 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.

  • Escrow Shares If any Escrow Shares are deliverable to the Company in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the Company, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers such Escrow Shares to the Company. Until such time as (if at all) the Escrow Shares are required to be delivered in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each Make Good Pledgor; provided that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange.

  • Class B Shares As of December 1, 2009, Class B shares of the Virtus Mutual Funds are no longer available for purchase by new or existing shareholders, except for the reinvestment of dividends or capital gains distributions into existing Class B share accounts, and for exchanges from existing Class B share accounts to other Virtus Mutual Funds with Class B shares.

  • Forfeiture of Units If the Grantee is not otherwise vested as provided in Section 3 above, all Units granted shall be forfeited if the Grantee has a voluntary or involuntary Termination of Service for any reason other than as described below in Section 5. Each Grantee, by his or her acceptance of the Units, agrees to execute any documents requested by the Company in connection with such forfeiture. Such provisions with respect to forfeited Units shall be specifically performable by the Company in a court of equity or law. Upon any forfeiture, all rights of the Grantee with respect to the forfeited Units shall cease and terminate, without any further obligation on the part of the Company.

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