Escrow Shares. (a) agrees to deposit with the Escrow Agent _______________ Common shares of______________ ("Escrow Shares") on the date hereof. The Escrow Agent shall hold the Escrow Shares as a book-entry position registered in the name of "Continental Stock Transfer & Trust as Escrow Agent for the benefit of _______________ (b) During the term of this Agreement______________ shall not have, or have, the right to exercise any voting rights with respect to any of the Escrow Shares. With respect to any matter for which the Escrow Shares are permitted to vote, the Escrow Agent shall vote, or cause to be voted the Escrow Shares in the same proportion that the number of common shares of _____________ owned by all other shareholders of______________ are voted. In the absence of notice as to the proportion that the number of common shares of______________ owned by all other shareholders of______________ are voted, the Escrow Agent shall not vote any of the shares comprising the Escrow Shares. (c) Any dividends paid with respect to the Escrow Shares shall be deemed part of the Escrow and be delivered to the Escrow Agent to be held in a bank account and be deposited in a non-interest bearing account to be maintained by the Escrow Agent in the name of the Escrow Agent. (d) In the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of the common stock of____________ , other than a regular cash dividend, the Escrow Shares shall be appropriately adjusted on a pro rata basis and consistent with the terms of the Agreements.
Appears in 2 contracts
Samples: Merger Agreement (DFP Healthcare Acquisitions Corp.), Stockholder Support Agreement (DFP Healthcare Acquisitions Corp.)
Escrow Shares. (a) Parent agrees to deposit with the Escrow Agent _______________ 984,000 shares of Common shares of______________ Stock of Parent ("the “Escrow Shares"”) on the date hereof. The Escrow Agent shall hold the Escrow Shares as a book-entry position registered in the name of "Continental Stock Transfer & Trust as Escrow Agent LPHL, for the benefit of _______________the stockholders of Parent as of December 21, 2018 other than LPHL, LPH Investments Limited and LPH II Investments Limited (the “Indemnitees”).
(b) During the term of this Agreement______________ , LPHL shall not have, or have, have the exclusive right to exercise any voting rights with respect to any of the Escrow Shares. With respect to any matter for which the Escrow Shares are permitted to vote, the Escrow Agent shall vote, or cause to be voted voted, the Escrow Shares in the same proportion that the number of common shares of _____________ owned manner directed by all other shareholders of______________ are votedLPHL. In the absence of notice from LPHL as to how to vote the proportion that the number of common shares of______________ owned by all other shareholders of______________ are votedEscrow Shares, the Escrow Agent shall not vote any of the shares comprising the Escrow Shares.
(c) Any dividends to be paid with respect to the Escrow Shares shall be deemed part paid by Parent, within the same period of the Escrow and be delivered time as dividends are paid to the Escrow Agent such other holders of shares of Common Stock of Parent, to be held in a bank account and be deposited in a non-interest bearing account to be maintained by the Escrow Agent in the name of the Escrow AgentLPHL.
(d) In The number of Escrow Shares shall be appropriately adjusted in the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of the common stock of____________ Common Stock, other than a regular cash dividend, the Escrow Shares shall be appropriately adjusted on a pro rata basis and consistent with the terms of the Agreements.
Appears in 2 contracts
Samples: Escrow Agreement (LPH Investments LTD), Escrow Agreement (China Cardiovascular Focus LTD)
Escrow Shares. (a) Logiq, Inc. agrees to deposit with the Escrow Agent _______________ Common 1,500,000 common shares of______________ of Collective Audience, Inc. ("f/k/a Abri SPAC I, Inc.) (the “Escrow Shares") ” on the date hereof. The Escrow Agent shall hold the Escrow Shares as a book-entry position registered in the name of "Continental Stock Transfer & and Trust as Escrow Agent for the benefit of _______________DLQ, Inc.
(b) During the term of this Agreement______________ , DLQ, Inc. shall not have, or have, have the right to exercise any voting rights with respect to any of the Escrow Shares. With respect to any matter for which the Escrow Shares are permitted to vote, the Escrow Agent shall vote, or cause to be voted the Escrow Shares in the same proportion that the number of common shares of _____________ Collective Audience, Inc. owned by all other shareholders of______________ of Collective Audience, Inc. are voted. In the absence of notice from Collective Audience, Inc. as to the proportion that the number of common shares of______________ of Collective Audience, Inc. owned by all other shareholders of______________ of Collective Audience, Inc. are voted, the Escrow Agent shall not vote any of the shares comprising the Escrow Shares.
(ci) Any dividends paid with respect to the Escrow Shares shall be deemed part of the Escrow and be delivered to the Escrow Agent to be held in a bank account and be deposited in a non-interest interest-bearing account to be maintained by the Escrow Agent in the name of the Escrow Agent.
(dii) In the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of the common stock of____________ stock. of Collective Audience, Inc. other than a regular cash dividend, the Escrow Shares shall be appropriately adjusted on a pro rata basis and consistent with the terms of the Agreements.
Appears in 2 contracts
Samples: Escrow Agreement (Logiq, Inc.), Escrow Agreement (Collective Audience, Inc.)
Escrow Shares. (a) agrees to Simultaneously with the execution and delivery of this Agreement, Parent shall deposit in escrow 11,550,000 shares of the common stock of Parent (the “Escrow Shares”) with the Escrow Agent _______________ Common shares of______________ ("Escrow Shares") on the date hereofAgent. The Escrow Agent hereby acknowledges receipt of the Escrow Shares and shall hold the Escrow Shares as a book-entry position registered in the name of "“Continental Stock Transfer & Trust Company as Escrow Agent for the benefit of _______________Agent”.
(b) During the term of this Agreement______________ , neither the Securityholder Representative nor Parent or the Sponsor shall not have, or have, have the right to exercise any voting rights with respect to any of the Escrow Shares. With respect to any matter for which the Escrow Shares are permitted to vote, the Escrow Agent shall vote, or cause to be voted voted, the Escrow Shares in the same proportion that the number of common shares of _____________ owned by all other shareholders of______________ stockholders of Parent are voted, as notified to the Escrow Agent by the Parent. In the absence of notice from the Parent, as to the proportion that the number of common shares of______________ of owned by all other shareholders of______________ stockholders of Parent are voted, the Escrow Agent shall not vote any of the shares comprising the Escrow Shares.
(c) Any dividends paid with respect to the Escrow Shares shall be deemed part of the Escrow escrow hereunder and be delivered to the Escrow Agent to be held in a bank account and be deposited in a non-interest bearing account to be maintained by the Escrow Agent in the name of the Escrow Agent.
(d) In the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of the common stock of____________ of Parent, other than a regular cash dividend, the Escrow Shares shall be appropriately adjusted on a pro rata basis and consistent with the terms of the Agreementsthis Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Abri SPAC I, Inc.), Earnout Escrow Agreement (Abri SPAC I, Inc.)
Escrow Shares. (a) agrees to deposit Simultaneously with the execution and delivery of this Agreement, Parent shall have deposited in escrow 2,250,000 shares of the common stock of Parent (the “Escrow Shares”) with the Escrow Agent _______________ Common shares of______________ ("Escrow Shares") on the date hereofAgent. The Escrow Agent hereby acknowledges receipt of the Escrow Shares and shall hold the Escrow Shares as a book-entry position registered in the name of "“Continental Stock Transfer & Trust Company as Escrow Agent for the benefit of _______________Agent”.
(b) During the term of this Agreement______________ , neither the Securityholder Representative nor the Indemnified Party Representative, shall not have, or have, have the right to exercise any voting rights with respect to any of the Escrow Shares. With respect to any matter for which the Escrow Shares are permitted to vote, the Escrow Agent shall vote, or cause to be voted voted, the Escrow Shares in the same proportion that the number of common shares of _____________ owned by all other shareholders of______________ stockholders of Parent are voted, as notified to the Escrow Agent by the Parent. In the absence of notice from the Parent, as to the proportion that the number of common shares of______________ of owned by all other shareholders of______________ stockholders of Parent are voted, the Escrow Agent shall not vote any of the shares comprising the Escrow Shares.
(c) Any dividends paid with respect to the Escrow Shares shall be deemed part of the Escrow escrow hereunder and be delivered to the Escrow Agent to be held in a bank account and be deposited in a non-interest bearing account to be maintained by the Escrow Agent in the name of the Escrow Agent.
(d) In the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of the common stock of____________ of Parent, other than a regular cash dividend, the Escrow Shares shall be appropriately adjusted on a pro rata basis and consistent with the terms of the Agreementsthis Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Abri SPAC I, Inc.), Indemnification Escrow Agreement (Abri SPAC I, Inc.)
Escrow Shares. (a) Logiq, Inc. agrees to deposit with the Escrow Agent _______________ Common Agent, 6,060,000 common shares of______________ of Collective Audience, Inc. ("f/k/a Abri SPAC I, Inc.) (the “Escrow Shares"”) on the date hereof. The Escrow Agent shall hold the Escrow Shares as a book-entry position registered in the name of "Continental Stock Transfer & and Trust as Escrow Agent for the benefit of _______________Logiq, Inc.
(b) During the term of this Agreement______________ , Logiq, Inc. shall not have, or have, have the right to exercise any voting rights with respect to any of the Escrow Shares. With respect to any matter for which the Escrow Shares are permitted to vote, the Escrow Agent shall vote, or cause to be voted the Escrow Shares in the same proportion that the number of common shares of _____________ Collective Audience, Inc. owned by all other shareholders of______________ of Collective Audience, Inc. are voted. In the absence of notice from Collective Audience, Inc. as to the proportion that the number of common shares of______________ of Collective Audience, Inc. owned by all other shareholders of______________ of Collective Audience, Inc. are voted, the Escrow Agent shall not vote any of the shares comprising the Escrow Shares.
(ci) Any dividends paid with respect to the Escrow Shares shall be deemed part of the Escrow and be delivered to the Escrow Agent to be held in a bank account and be deposited in a non-interest interest-bearing account to be maintained by the Escrow Agent in the name of the Escrow Agent.
(dii) In the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of the common stock of____________ stock. of Collective Audience, Inc. other than a regular cash dividend, the Escrow Shares shall be appropriately adjusted on a pro rata basis and consistent with the terms of the Agreements.
Appears in 1 contract
Escrow Shares. (a) [ ] agrees to deposit with the Escrow Agent _______________ Common shares of______________ of [ ] ("“Escrow Shares"”) on the date hereof. The Escrow Agent shall hold the Escrow Shares as a book-entry position registered in the name of "“Continental Stock Transfer & Trust as Escrow Agent for the benefit of _______________[ ].
(b) During the term of this Agreement______________ , [ ] shall not have, or have, the right to exercise any voting rights with respect to any of the Escrow Shares. With respect to any matter for which the Escrow Shares are permitted to vote, the Escrow Agent shall vote, or cause to be voted the Escrow Shares in the same proportion that the number of common shares of _____________ owned by all other shareholders of______________ of are voted. In the absence of notice as to the proportion that the number of common shares of______________ of owned by all other shareholders of______________ of are voted, the Escrow Agent shall not vote any of the shares comprising the Escrow Shares.
(c) Any dividends paid with respect to the Escrow Shares shall be deemed part of the Escrow and be delivered to the Escrow Agent to be held in a bank account and be deposited in a non-interest bearing account to be maintained by the Escrow Agent in the name of the Escrow Agent.
(d) In the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of the common stock of____________ , other than a regular cash dividend, the Escrow Shares shall be appropriately adjusted on a pro rata basis and consistent with the terms of the Agreements.
Appears in 1 contract
Escrow Shares. (a) agrees to Simultaneously with the execution and delivery of this Agreement, Purchaser shall deposit in escrow 912,297 shares of its common stock (the “Escrow Shares”) with the Escrow Agent _______________ Common shares of______________ ("Escrow Shares") on the date hereofAgent. The Escrow Agent shall hold the Escrow Shares as a book-entry position registered in the name of "“Continental Stock Transfer & Trust Company as Escrow Agent for the benefit of _______________Agent”.
(b) During the term of this Agreement______________ , neither the Stockholders Representative nor the Purchaser shall not have, or have, have the right to exercise any voting rights with respect to any of the Escrow Shares. With respect to any matter for which the Escrow Shares are permitted to vote, the Escrow Agent shall vote, or cause to be voted voted, the Escrow Shares in the same proportion that the number of common shares of _____________ owned by all other shareholders of______________ stockholders of the Purchaser are voted. In the absence of notice as to the proportion that the number of common shares of______________ of owned by all other shareholders of______________ stockholders of the Purchaser are voted, the Escrow Agent shall not vote any of the shares comprising the Escrow Shares.
(c) Any dividends paid with respect to the Escrow Shares shall be deemed part of the Escrow escrow hereunder and be delivered to the Escrow Agent to be held in a bank account and be deposited in a non-interest bearing account to be maintained by the Escrow Agent in the name of the Escrow Agent.
(d) In the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of the common stock of____________ of the Purchaser, other than a regular cash dividend, the Escrow Shares shall be appropriately adjusted on a pro rata basis and consistent with the terms of the AgreementsAgreement.
Appears in 1 contract
Escrow Shares. (a) agrees Tuatara and the Tuatara Independent Directors agree to deposit with the Escrow Agent _______________ Common shares of______________ ("the Escrow Shares") Shares on the date hereof. The Escrow Agent shall hold the Escrow Shares as a book-entry position registered in the name of "“Continental Stock Transfer & Trust Trust” as Escrow Agent for the benefit of _______________Tuatara and the Tuatara Independent Directors.
(b) During the term of this Agreement______________ Agreement Tuatara and the Tuatara Independent Directors shall not have, or have, the right to exercise any voting rights with respect to any of the Escrow Shares. With respect to any matter for which the Escrow Shares are permitted to vote, the Escrow Agent shall vote, or cause to be voted the Escrow Shares in the same proportion that the number of common shares of _____________ Tuatara owned by all other shareholders of______________ of Tuatara are voted. In the absence of notice as to the proportion that the number of common shares of______________ of owned by all other shareholders of______________ of Tuatara are voted, the Escrow Agent shall not vote any of the shares comprising the Escrow Shares.
(c) Any dividends paid with respect to the Escrow Shares shall be deemed part of the Escrow and be delivered to the Escrow Agent to be held in a bank account and be deposited in a non-interest bearing account to be maintained by the Escrow Agent in the name of the Escrow Agent.
(d) In the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of the common stock of____________ of Tuatara, other than a regular cash dividend, the Escrow Shares shall be appropriately adjusted on a pro rata basis and consistent with the terms of the AgreementsMerger Agreement and this Agreement.
Appears in 1 contract
Escrow Shares. (a) agrees to Simultaneously with the execution and delivery of this Agreement, Purchaser shall deposit in escrow [●] shares of its common stock (the “Escrow Shares”) with the Escrow Agent _______________ Common shares of______________ ("Escrow Shares") on the date hereofAgent. The Escrow Agent shall hold the Escrow Shares as a book-entry position registered in the name of "“Continental Stock Transfer & Trust as Escrow Agent for the benefit of _______________Agent”.
(b) During the term of this Agreement______________ , neither the Stockholders Representative nor the Purchaser shall not have, or have, have the right to exercise any voting rights with respect to any of the Escrow Shares. With respect to any matter for which the Escrow Shares are permitted to vote, the Escrow Agent shall vote, or cause to be voted voted, the Escrow Shares in the same proportion that the number of common shares of _____________ owned by all other shareholders of______________ stockholders of the Purchaser are voted. In the absence of notice as to the proportion that the number of common shares of______________ of owned by all other shareholders of______________ stockholders of the Purchaser are voted, the Escrow Agent shall not vote any of the shares comprising the Escrow Shares.
(c) Any dividends paid with respect to the Escrow Shares shall be deemed part of the Escrow escrow hereunder and be delivered to the Escrow Agent to be held in a bank account and be deposited in a non-interest bearing account to be maintained by the Escrow Agent in the name of the Escrow Agent.
(d) In the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of the common stock of____________ of the Purchaser, other than a regular cash dividend, the Escrow Shares shall be appropriately adjusted on a pro rata basis and consistent with the terms of the AgreementsAgreement.
Appears in 1 contract