Release of the Shares Sample Clauses

Release of the Shares. Upon payment in full of the Note and any other sums due Pledgee hereunder, Pledgee shall deliver to Pledgor the Shares and any other collateral held hereunder.
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Release of the Shares. Upon the earlier of (i) receipt by the Escrow Agent of a signed representation from the Company to the Escrow Agent, that the requirements of Rule 419(e)(1) and (e)
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Release of the Shares. In the event that Exhaust does not achieve sales of $35,000,000 and pre-tax income in excess of $7,500,000 (the pre-tax income shall be computed before any effect created by the shares), in any one fiscal year commencing with the fiscal year beginning on February 1, 2001 through the fiscal year ending on January 31, 2004 (the "Criteria"), the shares shall be delivered by the Escrow Agent to Exhaust and canceled by Exhaust. In the event the Criteria is achieved by Exhaust, the 1,000,000 shares will be delivered by the Escrow Agent to the Shareholder. The 1,000,000 shares as well as the dollar amount of sales and pretax income set forth above will be prorated downward if less than $5,000,000 (gross proceeds) is raised in the offering contemplated herein. Exhaust's independent auditors will determine if the Criteria has been met as part of its annual certified audit..
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Release of the Shares. The Escrow Agent shall not release, deliver or otherwise transfer any of the Shares to any of the Shareholders or to any other person unless: (i) the Escrow Agent has received joint written instructions from the Shareholders, or Escrow Agreement Execution Version (ii) in accordance with a final and enforceable order or award of a court or arbitration tribunal of competent jurisdiction, or (iii) the Shareholders Agreement expires or is terminated with effect for all Shareholders. Upon receipt of written instructions or a final and enforceable order or award, the Escrow Agent shall be obliged to deliver the Shares designated in accordance with such instructions, order or award. The Escrow Agent may give the Shares into the temporary custody of the Company’s corporate counsel, against written receipt and on written instruction from the board of directors of the Company only.
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Release of the Shares. Novus and the Company shall use their best efforts to create a shareholder list (the “Shareholder List”) indicating each record owner of the Shares, including the respective names, addresses and employee identification number or social security number of each such shareholder. The Escrow Agent shall release the Shares to each of the persons indicated on the Shareholder List when the Escrow Agent is satisfied that the Shareholder List contains the information it needs to issue the Shares to the respective individual shareholder of Novus.
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Release of the Shares. 3.1 The Escrow Agent shall release the Share Certificates to the Shareholders or any other person as indicated by the Shareholders based on the Joint Venture and Shareholder's Agreement under the following conditions: · if the Escrow Agent receives a joint written instruction by the Shareholders; or · if the Escrow Agent is compelled to release the Share Certificates by means of a legally binding court decision. 3.2 The Shareholders undertake to provide the Escrow Agent with copies of all notices as described in Section 6 of the Joint Venture and Shareholder's Agreement. The Escrow Agent will only check the formal validity of such notices and perform his duties under this Escrow Agreement. 3.3 If, further to an Offer Notice, the Shareholder entitled to a right of transfer of shares according to Section 6 of the Joint Venture and Shareholder's Agreement presents a respective notice proving the valid exercise of such right of transfer of shares according to Section 6 of the Joint Venture and Shareholder's Agreement, the Escrow Agent shall release the respective Shares to the entitled Shareholder. 3.4 If, further to an Offer Notice, the Escrow Agent does not receive any notice of exercise of the respective rights of the entitled Shareholder according to Section 6 of the Joint Venture and Shareholder's Agreement within the defined period, the Escrow Agent shall release the respective Shares to the Shareholder with the intention to dispose of the Shares, upon such Shareholder presenting a written contract on the disposal of the Shares. 3.5 If a Shareholder entitled to a Call Option does not exercise his Call Option within the period defined in the Joint Venture and Shareholder's Agreement, the Escrow Agent shall notify the Shareholders that the Call Option has not been exercised and that all rights and obligations under the Joint Venture and Shareholder's Agreement and this Escrow Agreement shall continue to be in force unaltered.
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Release of the Shares. (a) The Escrow Agent will hold the certificates representing the Shares owned by an Employee in the Escrow Agent's possession until the first business day following the date upon which the Escrow Agent receives notice as provided in Section 4(b) hereof. (b) The Company shall give notice to the Escrow Agent as follows: (i) If, prior to the Payment Date, an Employee neither voluntarily terminates nor is terminated for Cause as an employee of the Company, then on or before the tenth business day after the Payment Date, the Company shall instruct the Escrow Agent to release and distribute to the Employee the certificate representing the Shares owned by the Employee; (ii) If, prior to the Payment Date, an Employee dies, Retires, is terminated for a reason other than Cause, or first becomes Disabled, and has not previously voluntarily terminated his or her employment with the Company or been terminated for Cause, then on or before the twentieth business day after the date of such death, Retirement, termination or Disability, the Company shall instruct the Escrow Agent to release and distribute to the Employee (or his guardian or estate, as appropriate) the certificate representing the Shares owned by the Employee; (iii) If an Employee is employed by the Company at the time of the occurrence of a Change in Control that occurs prior to March 1, 2000, then on or before the tenth business day after such occurrence, the Company shall instruct the Escrow Agent to release and distribute to the Employee the certificate representing the Shares owned by the Employee; or (iv) If, prior to the Payment Date, an Employee voluntarily terminates, other than by Retirement, or is terminated for Cause, then the Employee shall forfeit to the Company all of his right, title and interest in and to the Shares and the Company is hereby empowered, in such event, to instruct the Escrow Agent to release and distribute to the Company the certificate representing the Shares owned by the Employee prior to such forfeiture. (c) Forthwith upon the receipt of the notice referred to in Sections 4(b)(i), (ii) or (iii), the Escrow Agent shall release and distribute to the Employee designated in such notice (or his guardian or estate, as appropriate), the certificates representing the Shares owned by such Employee or Employees; forthwith upon the receipt of the notice referred to in Section 4(b)(iv), the Escrow Agent shall release and distribute to the Company the certificates representing the Share...
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Release of the Shares 
Sample 1

Related to Release of the Shares

  • Purchase of the Shares (a) On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $[ · ] (the “Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. In addition, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein unless such date is the same as the Closing Date. (b) The Company understands that the Underwriters intend to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter. (c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account[s] specified by the Company to the Representatives, on behalf of the Underwriters, in the case of the Underwritten Shares, at the offices of Lxxxxx & Wxxxxxx LLP, 500 Xxxxxxxx Xxxxxx XX, Xxxxx 0000, Xxxxxxxxxx, X.X. 00000-1304, at 10:00 A.M. New York City time on [ · ], 2024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. (d) The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the transactions contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and none of the Representatives or the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

  • Sale of the Shares Upon execution of this Agreement (the “Closing”), subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, SELLER shall sell to PURCHASER, and PURCHASER shall purchase from SELLER, the Shares.

  • Issuance of the Shares The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

  • Tender of the Shares (a) Stockholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, it shall duly tender (and deliver any certificates evidencing) the Shares beneficially held by it, or cause its Shares to be duly tendered, into the Offer promptly following, and in any event no later than the tenth (10th) business day following Stockholder’s receipt of the Offer Documents, in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances (other than Permitted Encumbrances); provided that Parent and Merger Sub agree that Stockholder may withdraw its Shares from the Offer at any time following (x) the date that the Offer is terminated, withdrawn or expired without the Shares having been accepted for purchase in the Offer or (y) the Termination Date. (b) Stockholder agrees that once the Shares are tendered into the Offer, Stockholder will not withdraw any Shares from the Offer unless and until (i) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (ii) the Termination Date shall have occurred. (c) Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have, and (ii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement. (d) If (x) the Offer is terminated, withdrawn or expires without the Shares having been accepted for purchase in the Offer or (y) the Termination Date occurs, Parent and Merger Sub shall promptly (and in any event no later than the third (3rd) business day) return, and shall cause any depository or paying agent acting on behalf of Parent and Merger Sub, to return all tendered Shares to the Stockholder.

  • Valid Issuance of the Shares The Shares, when issued and delivered in accordance with the terms of this Agreement, for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable.

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 Subject to and upon the terms and conditions of this Agreement, the Vendors shall sell and the Purchaser shall purchase the Sale Shares with effect from Completion free from all Encumbrances together with all rights now or hereafter attaching thereto including but not limited to all dividends paid, declared or made in respect thereof on or after the date of Completion. 2.2 The Purchaser shall not be obliged to purchase any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.

  • Transfer of the Shares Prior to the termination of this ---------------------- Agreement, except as otherwise provided herein, the Shareholder shall not: (i) transfer (which term shall include, without limitation, for the purposes of this Agreement, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Shares or any interest therein; (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to the Shares; (iv) deposit the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of such Shareholder's obligations hereunder or the transactions contemplated hereby.

  • Authorization of Sale of the Shares Subject to the terms and conditions of this Agreement, the Company has authorized the sale of up to 7,700,000 shares (the "Shares") of common stock, par value $0.001 per share (the "Common Stock"), of the Company.

  • Public Offering of the Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representatives, in their sole judgment, have determined is advisable and practicable.

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