Escrowed Securities Sample Clauses

Escrowed Securities. Notwithstanding any other provision of this Agreement to the contrary, at the Closing, LeukoSite, the Stockholders' Representatives and the Escrow Agent will execute and deliver an Escrow Agreement in the form attached hereto as EXHIBIT C (the "Escrow Agreement"), pursuant to which LeukoSite shall deliver to the Escrow Agent stock certificates representing twenty percent (20%) of the Aggregate Base Consideration Shares to be issued to the Stockholders (the "Escrowed Securities"), to be held in escrow pursuant to the terms of the Escrow Agreement until either (i) December 31, 1999, if but only if on or prior to December 31, 1999 there has not been a Claim against the Escrowed Securities pursuant to the terms of this Agreement and the Escrow Agreement or any exercise by LeukoSite of its right of set-off pursuant to the terms of this Agreement, or (ii) the second anniversary of the Closing Date, if on or prior to December 31, 1999 there has been a Claim against the Escrowed Securities pursuant to the terms of this Agreement and the Escrow Agreement or any exercise by LeukoSite of its right of set-off pursuant to the terms of this Agreement. Notwithstanding anything in this Section 4.3 to the contrary, a claim for an adjustment in the Aggregate Base Consideration Shares pursuant to Section 3.7(e) that is made on or prior to December 31, 1999 shall not be taken into account in determining whether the Escrowed Securitites
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Escrowed Securities. Redfall and Southtech acknowledge that certain of the securities of Amalco to be issued to the securityholders of Redfall and Southtech pursuant to the Amalgamation will be deposited into escrow in accordance with the policies of the TSXV. The parties further acknowledge that any securities of Amalco deposited into escrow shall be held in escrow and released as determined in accordance with the policies of the TSXV. The parties agree that the terms of the applicable escrow shall be negotiated by counsel for Redfall and Southtech and the TSXV and the parties agree to accept such terms as imposed by the TSXV. Such escrowed securities of Amalco shall be held in escrow, pursuant to an escrow agreement prescribed by the TSXV.
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Escrowed Securities. Section 2.01. Deposits in the Escrow Fund. Concurrently with the sale and delivery of the Refunding Obligations the Issuer shall deposit, or cause to be deposited, with the Escrow Agent, for deposit in the Escrow Fund, the funds and Escrowed Securities described in the Report, and the Escrow Agent shall, upon the receipt thereof, acknowledge such receipt to the Issuer in writing.
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Escrowed Securities. 2 Section 2.1 Initial Deposit of Escrowed Warrants............................... 2 Section 2.2 Additional Deposit of Escrowed Warrants............................ 2 Section 2.3 Release to the Beneficiaries....................................... 2 Section 2.4
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Escrowed Securities. The parties agree that if a lawsuit is filed in accordance with Section 7.9 above alleging a material breach of this Agreement, any Securities that have not been sold or pledged by the Company as of the date of the filing of such claim shall be transferred to J▇▇ ▇▇▇▇▇▇, P.A., as Escrow Agent, to be held in escrow pursuant to the terms of an escrow agreement to be mutually agreed to by the parties until such time as the claim is resolved.
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Escrowed Securities. Acclaro acknowledges and agrees that the Bastion Shares to be issued to or for the benefit of Persons who will be “Principals” (as defined in the policies of the CNSX) of Bastion following the completion of the Transaction will be subject to escrow conditions prescribed by the CNSX pursuant to the terms of an escrow agreement in a form compliant with National Policy 46-201F1 (“NP 46-201F1”) and containing the terms applicable to an emerging issuer as set out in NP 46-201F1 (the “Escrow Agreement”).
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Escrowed Securities. The term "
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Escrowed Securities. Until such time, if any, when the Escrowed Securities may be required hereunder to be delivered to a person entitled to indemnification under the Merger Agreement, such Escrowed Securities will remain for the benefit of the respective Stockholders. The Escrow Agent shall be under no obligation to preserve, protect or exercise rights in the Escrowed Securities, and shall be responsible only for reasonable measures to maintain the physical safekeeping thereof and otherwise for the performance and observance of such duties on its part as are expressly set forth in this Agreement; except that it shall, at the written request of the Stockholders' Representatives given to the Escrow Agent at least three Business Days prior to the date on which the Escrow Agent is requested therein to take any action, deliver to the Stockholders' Representative a proxy or other instrument in the form supplied to it by the Stockholders' Representative for voting or otherwise exercising any right of consent with respect to any of the Escrowed Securities held by it hereunder, to authorize therein the Stockholders' Representatives to exercise such voting or consent authority in respect of the Escrowed Securities. The Escrow Agent shall not be responsible for forwarding to any Party, notifying any Party with respect to, or taking any action with respect to, any notice, solicitation or other document or information, written or otherwise, received from an issuer or other person with respect to the Escrowed Securities, including by not limited to, proxy material, tenders, options, the pendency of calls and maturities and expiration of rights. Any dividends or other distributions in respect of Escrowed Securities, and any securities issued upon the conversion, redemption, or exchange of the Escrowed Securities, will be deposited with the Escrow Agent in escrow hereunder immediately upon payment or issuance, accompanied by written notice to the Escrow Agent identifying such deposit of dividends or other distributions.
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Escrowed Securities. UMS acknowledges and agrees that the Scarlet Exchange Shares to be issued to or for the benefit of persons who will be Principals (as defined in the policies of the CNSX) of Scarlet following the completion of the Share Exchange will be subject to escrow in accordance with the policies of the CNSX.
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Related to Escrowed Securities

  • 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. b. In the event that counsel to the Company fails or refuses to render an opinion as may be required by the Transfer Agent to affect a transfer of the Escrow Shares (either with or without restrictive legends, as applicable), then the Company irrevocably and expressly authorizes counsel to the Buyers to render such opinion. The Transfer Agent shall accept and be entitles to rely on such opinion for the purpose of transferring the Escrow Shares.

  • Issued Securities All of Your issued and outstanding shares of Common Stock, Warrant Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Warrant Stock were issued in full compliance with all Federal and state securities laws. In addition as of the Effective Date: Your authorized capital consists of (i) 105,608,000 shares of Common Stock, of which 12,027,455 shares of Common Stock are issued and outstanding, (ii) 14,100,000 shares of Series A Preferred Stock, of which 13,650,000 shares are issued and outstanding, (iii) 12,150,000 shares of Series B Preferred Stock, of which 11,803,284 shares are issued and outstanding, (iv) 9,000,000 shares of Series C Preferred Stock, of which 8,968,604 shares are issued and outstanding, (v) 10,700,000 shares of Series D Preferred Stock, of which 9,481,998 shares are issued and outstanding, (vi) 16,500,000 shares of Series E Preferred Stock, of which 11,342,180 shares are issued and outstanding, and (vii) 19,908,000 shares of Series F Preferred Stock, of which 18,061,055 shares are issued and outstanding. You have reserved 14,493,334 shares of Common Stock for issuance under Your Stock Incentive Plan, under which 7,264,503 options have been granted and are currently outstanding. You have warrants outstanding to purchase up to 424,342 shares of Series A Preferred Stock, 183,748 shares of Series D Preferred Stock, 4,468,854 shares of Series E Preferred Stock and 263,261 shares of Series F Preferred Stock. Except as otherwise provided in this Warrant Agreement and as noted above, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your capital stock or other of Your securities. Except as set forth in Your Eighth Amended and Restated Stockholders’ Rights Agreement dated as of October 29, 2010 (the “Stockholders’ Agreement”), a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stock.

  • The Deposited Securities SECTION 4.01

  • Legended Securities Each certificate for a Note will bear the legend contained in “Notice to Investors” in the Preliminary Offering Memorandum for the time period and upon the other terms stated in the Preliminary Offering Memorandum.

  • Uncertificated Securities The Collateral Interest shall be delivered in uncertificated form.