Release of Shares from Escrow. The Corporation will release the Shares to Executive as such Shares become free of the restrictions on resale set forth in Section 4; provided, that, Executive has paid to the Corporation an amount sufficient (or the Corporation has repurchased a sufficient number of Shares) to satisfy any taxes or other amounts required by any governmental entity to be withheld and paid over to such governmental entity for Executive’s account.
Release of Shares from Escrow. (a) The Shares being issued into Escrow hereby shall be released to the Shareholders from Escrow following registration. It is understood that the shares following registration will be subject to Rule 144 of the SEC in the same manner as all Directors and Officers of IVP. The shareholders will consult with the Chairman and CEO with regard to any disposition of shares such that any disposition shall be done in an orderly manner and in keeping with the best interests of the all the shareholders of the company and its management.
Release of Shares from Escrow. 3.1 Xxxxxx shall deposit the Escrowed Shares with the Escrow Agent and subject to the terms and conditions of the Escrow Agreement. Subject to the terms of the Escrow Agreement, the Escrowed Shares will be released to Xxxxxx upon the occurrence of the following events (the “Xxxxxx Milestones”):
(a) as to 500,000 Escrowed Shares, upon achieving the Initiation of Phase I Clinical Milestone; and
(b) as to 500,000 Escrowed Shares, upon achieving the Completion of Phase I Clinical Milestone.
Release of Shares from Escrow. Upon the exercise of the options or ----------------------------- warrants described on Schedule 1 attached to this Agreement or upon the need of the Company, in the sole discretion of the Board, to issue Common Stock to the individuals or entities described on Schedule I (such obligations of the Company ---------- to issue its Common Stock are collectively referred to herein as the "Stock Issuance Obligations"), Bernstein agrees to release to the Xxxxxxx any and all Shares required to satisfy the Stock Issuance Obligations, provided that Bernstein's obligations hereunder xxxxx xx xxmited to the Shares. Shares subject to a Stock Issuance Obligation shall be granted to Bernstein upon (i) the expiratixx xx xxxmination of the Stock Issuance Obligation, (ii) the direction of the Board, in its sole discretion or (iii) the termination of this Agreement by written consent of both parties hereto. Any Shares otherwise subject to, and not yet released from, the forfeiture restrictions hereunder as of the date of the termination of the employment of Bernstein by the Company shall be xxxxxxxx by Bernstein to the Company.
Release of Shares from Escrow. The Escrow Agent will hold the Certificates until they are released. A Certificate, and the attendant stock power, shall be released to Pattxxxxx xxxn April 1, 1998 and upon each succeeding April 1 while he is employed by the Company, until all Certificates have been released to Pattxxxxx xx forfeited to the Company pursuant to the terms of the Stock Agreement.
(a) Notwithstanding the foregoing, upon receipt, prior to April l of any year, of a certificate signed by the majority of the Company's Board of Directors or the Company's Secretary certifying that according to the Company's annual report for the Company's year ending on the preceding December 31, the Company's Return on Average Assets was less than .9% or its Return on Average Equity was less than 12.825%, the Escrow Agent will retain the Certificate that was to be delivered to Pattxxxxx xx April 1 of the year that follows such December 31, and shall hold such Certificate until it is forfeited or becomes vested under the terms of the Stock Agreement.
(b) On April 1, 2007, the Escrow Agent shall deliver to Pattxxxxx all Certificates in its possession, together with the accompanying stock powers, that have not been forfeited pursuant to the terms of the Stock Agreement.
(c) Upon delivery of the Certificates to Pattxxxxx, xxey will bear appropriate state and federal securities legends as directed by the Company and appropriate stop transfer instructions will be noted in the stock records of the Company.
Release of Shares from Escrow. During the 365 days following the Closing Date, the average of the highest twenty consecutive day share price ("HSP") as provided by the closing price per share as quoted by the OTC Bulletin Board ("OTCBB") or similar quotation will be determined. The HSP will be used to determine the percentage, if any, of the Excess Shares that will be returned to the Company from escrow if there are shares in escrow as determined in Section 1 (c). The floor price ("FP") for these escrow calculations will be 125% of the Purchase Price, and the ceiling price ("CP") will be 200% of the Purchase Price or $15.00, whichever is greater.
(i) If the HSP is less than or equal to the FP, then all of the Excess Shares will be released to the Buyer.
(ii) If the HSP is greater that or equal to the CP, then all of the Excess Shares will be released to the Company.
(iii) If the HSP is greater than the FP but less than the CP, then the number of shares to be released from escrow to the Company shall be equal to: Escrow Shares times (HSP - FP) / (CP - FP)
Release of Shares from Escrow. Maker acknowledges that if Payee notifies Xxxxxx & Xxxxx LLP that Payee has made the payment referenced in Section 1, Xxxxxx & Eilen LLP will be authorized to release from escrow to Payee 70,000,000 of the Shares, except that Payee will not be entitled to have Shares released to it from escrow if release of those Shares would cause Payee to beneficially own more than 4.9% of the outstanding shares of Marker’s common stock.
Release of Shares from Escrow. The Award Shares shall be issued to you as of the Grant Date but shall be nontransferable and shall not be distributed to you until the earlier of: (i) the date on which you cease to provide Service to the Company for any reason other than Cause; and (ii) the effective date of a Change in Control of the Company (the “Distribution Date”). In the event of your termination of Service for Cause, you shall immediately forfeit all of the Award Shares for no consideration and upon the request of the Administrator you shall deliver to the Company a stock power, endorsed in blank.
Release of Shares from Escrow. As of the date hereof, State Street Bank and Trust Company (the "Escrow Agent") holds in escrow 188,862 shares of Pinnacle common stock (the "Escrow Shares") pursuant to the Stock Acquisition and Exchange Agreement and an Escrow Agreement dated as of June 30, 2000 by and among Pinnacle, the Stockholders' Representative and the Escrow Agent (the "Escrow Agreement"). Pinnacle hereby agrees to give the Escrow Agent and the Stockholders' Representative written notice not later than September 30, 2000 authorizing the Escrow Agent to immediately release to the Stockholders that number of Escrow Shares set forth opposite such Stockholder's name on Schedule A annexed hereto. Each Stockholder acknowledges and agrees that the Escrow Shares so released to such Stockholder pursuant to this Section 1 shall remain subject to claims for indemnification which may be made by the Buyer's Indemnified Parties (as defined in the Stock Acquisition and Exchange Agreement) pursuant to, and subject to the limitations set forth in, Article XIII of the Stock Acquisition and Exchange Agreement, provided, however, that any claim for indemnification by the Stockholders which is made by any of the Buyer's Indemnified Parties pursuant to Article XIII, other than an Article V Claim (as defined in the Stock Acquisition and Exchange Agreement), is made proportionately against the Escrow Shares of all of the Stockholders. Pinnacle acknowledges and agrees that (i) that any claim for indemnification by the Stockholders which is made by any of the Buyer's Indemnified Parties pursuant to Article XIII of the Stock Acquisition and Exchange Agreement, other than an Article V Claim, shall be made proportionately against the Escrow Shares, including those released pursuant to this Section 1 and (ii) the value of any Escrow Shares to be surrendered to Pinnacle by any Stockholder in order to satisfy any such claim for indemnification shall be deemed to be $22.51875, as originally set forth in Section 3(g) of the Escrow Agreement. Pinnacle also acknowledges and agrees that one of the purposes of releasing the Escrow Shares to the Stockholders pursuant to this Section 1 is to permit the Stockholders greater flexibility and possible liquidity with respect to their investments. Accordingly, Pinnacle acknowledges and agrees that, notwithstanding the fact that the Escrow Shares are subject to claims for indemnification by the Buyer's Indemnified Parties, a Stockholder may elect to sell or otherwise transfer ...
Release of Shares from Escrow. Provided no claims have been asserted against SELLER or DirectCom 150,000 of the Escrowed Shares will be released from escrow immediately following SELLER providing the initial funding for DirectCom as agreed with his present shareholders of DirectCom. The remaining 150,000 Escrowed Shares will be released within seven (7) days following DirectCom reaching a $50,000 monthly revenue level or one (1) year from closing, whichever is earlier.
