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. 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. Accordingly, as the fiscal year ends differ by 93 days or fewer, the pro forma condensed combined financial information provided herein are presented using different fiscal periods as discussed below. The unaudited pro forma condensed combined balance sheet as of December 31, 2020, reflects the acquisition as if it occurred on December 31, 2020 and are based on the historical consolidated financial statements of AMMO and Gemini, as adjusted to give effect to the Merger. AXXX’s statement of operations for the nine months ended December 31, 2020 have been combined with the operations of Gemini for the nine months ended December 31, 2020. This pro forma combined statement of operations give effect to the acquisition as if it had occurred April 1, 2020. AXXX’s statement of operations for the year ended March 31, 2020 have been combined with the operations of Gemini for the year ended December 31, 2019. This pro forma combined statement of operations give effect to the acquisition as if it had occurred April 1, 2019. 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, 2020, and the Company’s Quarterly Report on Form 10-Q for the three and nine month periods ended December 31, 2020 and the audited 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...
Pledge and Escrow Agreement. At the Closing, JMCD, the Shareholders, Acquiror and the Escrow Agent, as defined below, shall enter into the Pledge and Security Agreement in the form attached hereto as Exhibit 9.6.
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 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. 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.
6.1. In connection with the termination of the Pledge and Escrow Agreement, the Collateral Agent hereby releases any and all security interests granted by each of the Pledgors as security for the Obligations set forth in the Security Agreement, effective upon execution of this Amendment Agreement. The Collateral Agent hereby acknowledges that, effective upon the execution of this Amendment Agreement, all rights of the Collateral Agent in the Pledged Shares shall be terminated.
6.2. The parties agree that an executed copy of this Amendment Agreement shall constitute instructions to the Escrow Agent to return to each Pledgor the Pledged Materials with respect to each Pledgor’s Pledged Shares, which materials include without limitation the stock certificates made out in favor of the Pledgor representing the Pledged Shares, together with duly executed stock powers or other transfer documents with medallion bank guarantees and executed in blank by each Pledgor.
6.3. Promptly upon execution of this Amendment Agreement, the Escrow Agent shall return to each Pledgor the Pledged Materials.
6.4. The Collateral Agent shall execute and deliver all such other certificates, instruments and documents, as the Company may reasonably request in order to effect the release of the security interest in the Pledged Shares as set forth in the Pledge and Escrow Agreement.
Pledge and Escrow Agreement. Seabury shall have entered into the Pledge and Escrow Agreement.
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.
