PROCEEDS TO BE ESCROWED AND RETRACTION RIGHT Sample Clauses

PROCEEDS TO BE ESCROWED AND RETRACTION RIGHT. (a) On the Closing Date, 25% of the gross proceeds derived from the sale of the Special Warrants (the "Escrowed Proceeds") shall be deposited in escrow with counsel to the Underwriter, Xxxxxxxxx Xxxx Xxxxxxx Apps & Dellelce (the "Escrow Agent"), to be held and invested in accordance with the Escrow Agreement. (b) In the event that the Final Prospectus has not been filed and receipts issued therefor by the last of the Securities Commissions in each of the Qualifying Provinces on or before the Qualification Deadline, the Purchasers resident in a Qualifying Province in respect of which a receipt has not been issued shall be entitled, at their option, at any time until 5:00 p.m. on the fifth business day after the Qualification Deadline (the "Retraction Deadline") to require the Corporation to retract and cancel on a pro rata basis up to such number of Special Warrants (c) In the event that a Final Prospectus is filed before the Qualification Deadline, on the Expiry Date, the Escrow Agent shall release the Escrowed Proceeds less, the remaining 25% of the Commission (together with all interest accrued thereon) and the balance of the estimated costs and expenses of the Underwriter incurred in connection with the offering to the Company and the Selling Shareholder on a pro rata basis. (d) In the event that a Final Prospectus is not filed on or prior to the Qualification Deadline, the Escrow Agent shall release the balance of the Escrowed Proceeds less, for greater certainty the aggregate Retraction Price, if any, and the remaining 25% of the Commission (together with all interest accrued thereon) and the balance of the estimated costs and expenses of the Underwriter incurred in connection with the offering to the Company and the Selling Shareholder on a pro rata basis. (e) The Company recognizes that it is fundamental to Purchasers of the Special Warrants that the distribution of the Underlying Securities be qualified under a prospectus in the Qualifying Provinces so that the Underlying Securities will be freely tradeable in such Qualifying Provinces without the necessity of the holder thereof filing a prospectus or effecting the trade in a manner which falls within one of the various prospectus exemptions under applicable Canadian Securities Laws. The Company acknowledges that it is for this reason that the Company has agreed that the Preliminary Prospectus and the Final Prospectus are to be filed with the Securities Commissions in the Qualifying Provinces and r...
Sample 1
AutoNDA by SimpleDocs
PROCEEDS TO BE ESCROWED AND RETRACTION RIGHT. (a) On the Closing Date, 100% of the gross proceeds derived from the sale of the Special Warrants less an amount equal to 75% of the Commission and the costs and expenses of the Underwriter in connection with the Offering as of the Closing Date (the "Escrowed Proceeds") shall be deposited in escrow with counsel to the Underwriter, Xxxxxxxxx Xxxx Xxxxxxx Apps & Dellelce (the "Escrow Agent"), to be held and invested in accordance with the Escrow Agreement. 25% of the Escrowed Proceeds (less a holdback of $200,000 to be applied against any potential payment of the Cash Penalty Price), shall be released to the Company and the Selling Shareholders on a pro rata basis upon the signing of a binding agreement announced in the public domain of a private placement (the "Private Placement") on or before August 15, 1998 pursuant to which a strategic investor purchases not less than 1,500,000 Common Shares of the Company at a price of not less than $1.20 per share. (b) In the event that the Company is unable to obtain the written consent to the Offering by holders of not less than 50% of the Common Shares on or prior to the date that is ten (10) Business Days following the Closing Date, the Company shall convene a special meeting (the "Meeting") of the shareholders of the Company (the "Shareholders") as soon as possible following the Closing Date and in any event within 75 days of the Closing Date in accordance with the by- laws of the Company and applicable corporate and securities laws in order to seek approval of the Offering by the Shareholders (the "Shareholder Approval"). In the event a Meeting must be convened but is not convened within 75 days of the Closing Date, Purchasers shall be entitled to receive from the Escrowed Proceeds an amount (the "Cash Penalty Price") equal to 7% of the Offering Price per Special Warrant for each Primary Special Warrant purchased. Provided that the Shareholder Approval has been obtained, the Private Placement has closed and a receipt has been issued by each of the Securities Commissions, the Escrow Agent shall release the balance of the Escrowed Proceeds less, for greater certainty, the aggregate Automatic Retraction Price and Discretionary Retraction Price, if any, and the remaining 25% of the Commission (together with all interest accrued thereon) and the balance of the estimated costs and expenses of the Underwriter incurred in connection with the Offering to the Company and the Selling Shareholders on a pro rata basis. (c) In...
Sample 1

Related to PROCEEDS TO BE ESCROWED AND RETRACTION RIGHT

  • Company Reacquisition Right In the event that (a) the Awardee’s employment terminates for any reason or no reason, with or without cause, or (b) the Awardee, the Awardee’s legal representative, or other holder of the shares of Common Stock subject to this Award, attempts to sell, exchange, transfer, pledge, or otherwise dispose of any portion of this Award prior to its distribution from the escrow established in accordance with Section 8 of this Agreement, the Company shall automatically reacquire such shares underlying the applicable portion of this Award, and the Awardee shall not be entitled to any payment therefore (the “Company Reacquisition Right”).

  • CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK The obligation of the Investor to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or prior to the Commencement Date and, once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred: (a) The Company shall have executed each of the Transaction Documents and delivered the same to the Investor; (b) The Common Stock shall be listed on the Principal Market, trading in the Common Stock shall not have been within the last 365 days suspended by the SEC or the Principal Market and such suspension has not subsequently been cured; (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 4 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date hereof and as of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date. The Investor shall have received a certificate, executed by the chief executive officer of the Company, dated as of the Commencement Date, to the foregoing effect in the form attached hereto as Exhibit B; (d) The Registration Statement shall be effective and no stop order with respect to the Registration Statement shall be pending or threatened by the SEC. The Company shall have a maximum dollar amount certain of Common Stock registered under the Registration Statement which is sufficient to issue to the Investor not less than the full Available Amount worth of Purchase Shares. The Current Report and the Initial Prospectus Supplement each shall have been filed with the SEC, as required pursuant to Section 5(a). The Prospectus shall be current and available for issuances and sales of all of the Purchase Shares by the Company to the Investor. Any other Prospectus Supplements required to have been filed by the Company with the SEC under the Securities Act at or prior to the Commencement Date shall have been filed with the SEC within the applicable time periods prescribed for such filings under the Securities Act; (e) The Company will have delivered to the Transfer Agent irrevocable instructions, in a form reasonably acceptable to the Investor, to issue Purchase Shares in accordance with this Agreement; and (f) No Event of Default has occurred and is continuing.

  • CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING The obligations of the Company to the Purchasers under this Agreement are subject to the fulfillment or waiver, on or before the Closing, of each of the following conditions:

  • CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE The obligation of each Buyer hereunder to purchase the Debenture and Warrants at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion: (a) The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Buyer. (b) The Company shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 above. (c) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the President and Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer including, but not limited to certificates with respect to the Company's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated hereby. (d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. (e) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation. (f) The Buyer shall have received an opinion of the Company's counsel, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer and in substantially the same form as EXHIBIT E attached hereto. (g) The Buyer shall have received a Closing Certificate described in Section 1(b)(v) above, dated as of the Closing Date. (h) The Company shall have delivered to the Buyer an executed Accountant Letter and an executed Law Firm Letter, as described in Section 3(dd) hereof. (i) Prior to the Closing, the Company shall have delivered or caused to be delivered to each Buyer true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens.

  • CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion: a. The Buyer shall have executed this Agreement and delivered the same to the Company. b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above. c. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

  • Monies and Shares of Common Stock to Be Held in Trust All monies and shares of Common Stock received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received. Money and shares of Common Stock held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money or shares of Common Stock received by it hereunder except as may be agreed from time to time by the Company and the Trustee.

  • Grant of Company Reacquisition Right Except to the extent otherwise provided by the Superseding Agreement, if any, in the event that the Participant’s Service terminates for any reason or no reason, with or without cause, the Participant shall forfeit and the Company shall automatically reacquire all Units which are not, as of the time of such termination, Vested Units (“Unvested Units”), and the Participant shall not be entitled to any payment therefor (the “Company Reacquisition Right”).

  • Restriction of Shareholders / Owners’ Liability 17.8.1 Parties expressly agree and acknowledge that none of the shareholders of the Parties hereto shall be liable to the other Parties for any of the contractual obligations of the concerned Party under this Agreement. Further, the financial liabilities of the shareholder/s of each Party to this Agreement, shall be restricted to the extent provided in the Indian Companies Act, 2013.

  • Subordinated Share of Net Sales Proceeds The Subordinated Share of Net Sales Proceeds shall be payable to the Advisor in an amount equal to 10% of Net Sales Proceeds remaining after the Stockholders have received Distributions equal to the sum of the Stockholders’ 8% Return and 100% of Invested Capital. Following Listing, no Subordinated Share of Net Sales Proceeds will be paid to the Advisor.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!