Pledge and Escrow Sample Clauses

Pledge and Escrow. The parties record that 3,153,814 of the Issued Shares shall be pledged to Fremantle under the terms of the Share Pledge Agreement and held under the terms of the Escrow Agreement in order to ensure the protection of the rights of Fremantle thereto. The parties record their agreement that Fremantle will select an Escrow Agent satisfactory to it for the purposes of the Escrow Agreement, such person to be acceptable to PAPDC and PAE acting reasonably, and that pending such final selection Xxxxxxx Xxxxxx shall serve as Escrow Agent on an interim basis.
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Pledge and Escrow. As security for the faithful performance of the terms of this Agreement and the availability for delivery of the Unvested Shares upon any exercise of the Repurchase Option by the Company, Santorufo hereby grants to txx Xxxxxxy a security interest in, and pledges with and delivers to the Company, the Conversion Shares to be held pursuant to the following:
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Pledge and Escrow. As security for the Shareholder's and JMCD's indemnification hereunder, on the Effective Time, Acquiror shall deliver in escrow, on behalf of the stockholders of JMCD, to Snow Xxxxxx Xxxxxx P.C. as escrow agent under the Pledge and Escrow Agreement, a portion of the Acquiror Shares to be received by the stockholders of JMCD pursuant to Section 2.1 hereof ("Escrowed Shares"). The Escrow Shares shall initially be fifty thousand (50,000) Acquiror Shares. The escrow shall be for a period ending up to fifteen (15) months from the Closing, subject to extension in the event an unresolved claim is made on or prior to said two (2) year period ("Escrow Period"). The Acquiror Shares shall be valued at $7.00 per share. The Escrow Shares shall be released from time to time as follows:
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Pledge and Escrow. The Parties agree the following:
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Pledge and Escrow. Agreement Exhibit 7(a)(v)(E)....... Employment Agreement with Leonxxxx and Centella Exhibit 7(a)(v)(F)....... Noncompetition Agreement with the Company and Principal Shareholders Exhibit 7(a)(vii)........ Opinion of Black Bobango & Morgxx Exhibit 7(b)(vi).........
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Pledge and Escrow. Purchasers hereby grant to Mercury a security interest in the Stock, pledge and hypothecate the Stock to Mercury, and deposit the certificates evidencing the Stock (the "Certificates") with Mercury's Corporate Counsel as collateral security for the full, faithful and timely performance by Purchaser of its obligations under this Agreement. The Stock is also delivered to Mercury's Corporate Counsel pursuant to the terms of this Agreement to be held in escrow in order to ensure performance of all repurchase rights Mercury may have in the Stock as and when such right becomes exercisable. The Certificates, together with a stock assignment duly executed in blank with signatures appropriately guaranteed or witnessed, are being retained by Mercury's Corporate Counsel, as the pledgeholder and escrow holder for the Stock.
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Pledge and Escrow a. Immediately after the funding of the Note, Headliners will cause a certificate (the "Certificate") for seven million five hundred thousand (7,500,000) shares of common stock (the "Pledged Shares") to be issued in the name of the Payee and delivered to the Escrow Agent. The Escrow Agent will hold the Certificate in safe-keeping until she delivers it in accordance with the provisions of this Section 4.
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Pledge and Escrow. As security for Payee's obligations under the Promissory Note, Payee hereby pledges and escrows, with Cepheid, in a form transferable for delivery, the Common Shares, and such additional property received or distributed in respect of such Common Shares (collectively the Pledged Shares and such additional property is referred to herein as the "Pledged Collateral"). The certificate representing the Pledged Shares shall be accompanied by a duly executed Assignment Separate From Certificate in a form acceptable to Cepheid. 2 3. Rights in Pledged Shares. So long as there shall exist no condition, event or act which, with notice and lapse of time, would constitute a breach, default or an event of default of or under, the Promissory Note, Payee shall be entitled to exercise the voting power with respect to the Pledged Shares.
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Pledge and Escrow 
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Related to Pledge and Escrow

  • Pledge and Security Interest Each Pledgor hereby unconditionally and irrevocably pledges, grants and hypothecates to the Pledgees, and grants to the Pledgees a continuing first priority security interest in, a first lien upon and a right of set-off against, all of its respective rights, titles and interests of whatsoever kind and nature in (the “Security Interest”), and to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the obligations pursuant to the Notes, the following (collectively, the “Pledged Collateral”):

  • Pledge and Security Agreement The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Security Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Security Agent with respect to the security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

  • Pledge Agreements Duly executed originals of each of the Pledge Agreements accompanied by (as applicable) (a) share certificates representing all of the outstanding Stock being pledged pursuant to such Pledge Agreement and stock powers for such share certificates executed in blank and (b) the original Intercompany Notes and other instruments evidencing Indebtedness being pledged pursuant to such Pledge Agreement, duly endorsed in blank.

  • CONCERNING MARGIN ACCOUNTS, SENIOR SECURITY ACCOUNTS, AND COLLATERAL ACCOUNTS 1. The Custodian shall, from time to time, make such deposits to, or withdrawals from, a Senior Security Account as specified in a Certificate received by the Custodian. Such Certificate shall specify the Series for which such deposit or withdrawal is to be made and the amount of cash and/or the amount and kind of Securities specifically allocated to such Series to be deposited in, or withdrawn from, such Senior Security Account for such Series. In the event that the Fund fails to specify in a Certificate the Series, the name of the issuer, the title and the number of shares or the principal amount of any particular Securities to be deposited by the Custodian into, or withdrawn from, a Senior Securities Account, the Custodian shall be under no obligation to make any such deposit or withdrawal and shall so notify the Fund.

  • Collateral Accounts Evidence that the Collateral Accounts have been established;

  • Lock-Box Accounts, Escrow Accounts Except with respect to the Outside Serviced Mortgage Loans, the Master Servicer shall administer each Lock-Box Account and Escrow Account in accordance with the related Mortgage or Loan Agreement or Lock-Box Agreement, if any, and administer any letters of credit pursuant to the related letter of credit agreement and the Loan Documents. Notwithstanding the foregoing, to the extent that any cash amounts are held in an Escrow Account or other cash collateral account and the mortgagee under the related Loan Documents is permitted, but not required, to apply such amounts to prepay the related Mortgage Loan (or Serviced Loan Combination), neither the Master Servicer nor the Special Servicer shall apply such amounts to prepay the Mortgage Loan (or Serviced Loan Combination) until after the occurrence of an event of default under the Mortgage Loan that may result in the Mortgage Loan (or Serviced Loan Combination) being accelerated or becoming a Specially Serviced Loan.

  • Collateral Account and Security Interest At any time when Fund’s assets are below $15 million, the Advisor, for value received, hereby pledges, assigns, sets over and grants to the Trust a continuing security interest in and to an account to be established and maintained by the Advisor with the Securities Intermediary and designated as a collateral account (the “Collateral Account”), including any replacement account established with any successor, together with all dividends, interest, stock-splits, distributions, profits and all cash and non-cash proceeds thereof and any and all other rights as may now or hereafter derive or accrue therefrom (collectively, the “Collateral”) to secure the payment of any required Fund Reimbursement Payment or Liquidation Expenses (as defined in Paragraph 5 of this Agreement). For so long as this Agreement is in effect, any transfers or conveyances of Collateral to any party shall require the approval of the Board of Trustees of the Trust (the “Board”), except as specified in Section 7(a)(ii) of this Agreement, below. In addition, the Trust will not issue entitlement orders, redeem or otherwise take any action with respect to the Collateral or Collateral Account unless a Collateral Event (defined below under Section 5 of this Agreement) has occurred or is continuing.

  • Disbursements of Escrow Funds (a) Escrow Agent shall disburse Escrow Funds at any time and from time to time, upon receipt of, and in accordance with, a Joint Written Direction received by Escrow Agent as set forth in Section 15. Such Joint Written Direction will contain Complete Payment Instructions.

  • Stock Pledge Agreement The term "Stock Pledge Agreement" shall have the meaning set forth in Section 6.3(xiii).

  • The Collateral Account (a) Upon receipt by the Collateral Agent of a Notice of Actionable Default, and until such time as the Actionable Default described therein is cured or waived, the Collateral Agent shall establish and maintain at its principal office an interest-bearing account that shall be entitled the “Encore Capital Collateral Account.” All moneys received by the Collateral Agent with respect to Collateral after receipt of a Notice of Actionable Default and until such time as the Actionable Default described therein is cured or waived shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with Section 9 hereof. In addition, (i) any other payments received, directly or indirectly, by any Secured Party of or with respect to any of the Secured Obligations from the Borrower or any Guarantor after the occurrence and during the continuance of an Actionable Default (including, without limitation, any amount of any balances held by any Secured Party for the account of the Borrower or any Guarantor or any other property held or owing by it to or for the credit or for the account of the Borrower or any Guarantor which has been set off or appropriated by it and any payments received upon the termination of any Rate Management Transaction prior to its stated termination date), (ii) any payment received by any Secured Party with respect to any of the Secured Obligations in an insolvency or reorganization proceeding or otherwise with respect to the Borrower or any Guarantor or (iii) any payment from a Guarantor received by any Secured Party with respect to any Secured Obligations, shall, in each case, promptly be delivered to the Collateral Agent and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with Section 9 hereof, provided that the foregoing clauses (i), (ii) and (iii) shall not apply to distributions by the Collateral Agent under Section 9 hereof. The Collateral Account at all times shall be subject to the exclusive dominion and control of the Collateral Agent. Each of the Borrower and each Guarantor hereby pledges, assigns and grants to the Collateral Agent, on behalf of and for the ratable benefit of the Secured Parties, a security interest in all of its right, title and interest in and to the Collateral Account and all funds which may from time to time be on deposit therein to secure the prompt and complete payment and performance of the Secured Obligations.

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