Pledge and Escrow Agreement. At or before the Closing, ESI, the Key Shareholders, and the Key Shareholder Representatives (as such term is defined in Section 8.10) will execute and deliver a Pledge and Escrow Agreement (the "Escrow Agreement") substantially in the form attached as Exhibit C, together with stock powers endorsed to ESI relating to the shares of ESI Common Stock delivered into escrow, and will cause the Escrow Agent (as such term is defined in the Escrow Agreement) to execute the Escrow Agreement.
Pledge and Escrow Agreement. JMCD, the Shareholders and Acquiror shall enter into the Pledge and Security Agreement in the form attached hereto as Exhibit 9.6.
Pledge and Escrow Agreement. On the Effective Date, in connection with the Merger Agreement, the Company and the Seller entered into a Pledge and Escrow Agreement (the “Pledge and Escrow Agreement”). In order to secure the fulfilment of the obligations of the Seller set forth in the Merger Agreement relating to certain indemnification obligations provided by him to the Company, the Seller has agreed to irrevocably pledge and grant to the Company a continuing lien and security interest in and to 4,000,000 shares of the Stock Consideration (the “Pledged Securities”). The Seller will retain his voting rights with regard to the Pledged Securities. The following unaudited pro forma condensed combined financial information is based on the historical financial statements of the Company and the historical financial statements of Gemini. The Company’s fiscal year ends on March 31st and Gemini’s fiscal year ends on December 31st. The unaudited pro forma condensed combined balance sheet as of March 31, 2021, reflects the acquisition as if it occurred on March 31, 2021 and is based on the historical consolidated financial statements of AMMO and Gemini, as adjusted to give effect to the Merger. AMMO’s statement of operations for the year ended March 31, 2021 have been combined with the operations of Gemini for the twelve months ended March 31, 2021. This pro forma combined statement of operations gives effect to the acquisition as if it had occurred April 1, 2020. The unaudited pro forma condensed combined financial information should be read in conjunction with the audited financial statements and related disclosures contained in the Company’s Annual Report filed with the SEC on Form 10-K for the year ended March 31, 2021, and the unaudited financial statements of Gemini that are attached to this Form 8-K/A as an exhibit. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations and financial position that would have been achieved had the acquisition been completed and taken place on the dates indicated or the future consolidated results of operations or financial position of the Company. AMMO, INC. UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET March 31, 2021 AMMO GEMINI March 31, 2021 March 31, 2021 Adjustments Note 4 Pro Forma ASSETS Current Assets: Cash $ 118,341,471 $ 43,211,081 $ (143,911,081 ) (a) $ 17,641,471 Accounts receivable, net 8,993,920 11,872,102 (4,875,794 ) (b)...
Pledge and Escrow Agreement. This Debenture is secured by Second Amended and Restated Pledgor and the Escrow Agreement of even date herewith by and among the Obligor, the Holder and the Pledgors thereto. Consent of Holder to Sell Capital Stock or Grant Security Interests. So long as any of the principal amount or interest on this Debenture remains unpaid and unconverted, the Obligor shall not, without the prior consent of the Holder, (i) issue or sell any common stock or preferred stock with or without consideration, (ii) except for the stock options issued or to be issued pursuant to the stock option plan described in the Disclosure Schedule attached to the Securities Purchase Agreement of even date herewith, issue or sell any preferred stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire common stock with or without consideration, (iii) enter into any security instrument granting the holder a security interest in any of the assets of the Obligor, or (iv) file any registration statements on Form S-8. This Debenture is subject to the following additional provisions:
Pledge and Escrow Agreement. The Collateral Agent (who is also the Buyer) hereby agrees that, effective as of the date of this Amendment Agreement, the Pledge and Escrow Agreement shall be terminated and no longer have any force or effect.
Pledge and Escrow Agreement. The Company shall maintain the Pledge and Escrow Agreement in full force and effect prior to its expiration in accordance with its terms, shall comply with the terms thereof and shall not amend the Pledge and Escrow Agreement in any manner adverse to the holders of the Notes without the consent of the each Holder affected thereby. Simultaneously with the original issuance of the Notes, the Company shall deliver Pledged Collateral to the Escrow Agent for deposit in the Escrow Account in the amount of $2,625,000 in immediately available funds.
Pledge and Escrow Agreement a. Upon the occurrence of an Event of Default under the Debenture the Holder may convert the outstanding principal and interest due to Holder under the Debenture into Pledged Shares at the Conversion Price of $0.0128. Lithium Technology Corporation January 31, 2006
Pledge and Escrow Agreement. The Purchaser shall have executed and delivered to the Company the Pledge and Escrow Agreement.
Pledge and Escrow Agreement. The Company shall execute and deliver the Pledge and Escrow Agreement attached as Annex B on such date as the Company has available for issuance the Pledge Shares referred to therein, which date shall not be later than March 31, 2006.
Pledge and Escrow Agreement. In the event of any conflict between any one or more provisions in this Agreement and one or more provisions in the Pledge and Escrow Agreement, such provisions of the Pledge and Escrow Agreement shall control.
