SHARES TO BE PLACED IN ESCROW Sample Clauses

SHARES TO BE PLACED IN ESCROW. Parent shall issue on the Closing Date a certificate for three percent (3%) of the aggregate number of shares of Parent Common Stock to be issued to ViewStar shareholders in the Merger and shall issue a certificate for 3% of all shares of Parent Common Stock to be issued to holders of Vested Option Shares, when such shares are issued (the "Escrow Shares"), in the name of Escrow Agent or its nominee, evidencing the shares of Parent Common Stock to be held in escrow in accordance with this Escrow Agreement. The Escrow Shares shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. Escrow Agent agrees to accept delivery of the Escrow Shares and to hold the Escrow Shares in escrow (the "Escrow"), subject to the terms and conditions of this Escrow Agreement. 2.2
Sample 1
AutoNDA by SimpleDocs
SHARES TO BE PLACED IN ESCROW. On the date of the Closing (the "Closing Date"), Parent shall issue a certificate for 394,682 shares of the Common Stock of Parent (the "Parent Common Stock") to be issued pursuant to the Purchase Agreement (the "Escrow Shares"), in the name of Escrow Agent or its nominee, evidencing the shares of the Parent Common Stock to be held in escrow in accordance with this Escrow Agreement. The Escrow Shares shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. The Escrow Agent agrees to accept delivery of the Escrow Shares and to hold the Escrow Shares in escrow (the "Escrow"), subject to the terms and conditions of this Agreement.
Sample 1
SHARES TO BE PLACED IN ESCROW. On the date of the Closing (the "Closing Date"), Parent shall issue a certificate for ten percent (10%) of the aggregate number of shares of the Common Stock of Parent (the "Parent Common Stock") to be issued to the Designated Shareholders in the Merger (the "Escrow Shares"), in the name of Escrow Agent or its nominee, evidencing the shares of the Parent Common Stock to be held in escrow in accordance with this Escrow Agreement. The Escrow Shares shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. The Escrow Agent agrees to accept delivery of the Escrow Shares and to hold the Escrow Shares in escrow (the "Escrow"), subject to the terms and conditions of this Escrow Agreement.
Sample 1
SHARES TO BE PLACED IN ESCROW. On the Closing Date, the Company shall deposit 40,000 shares of the Company's common stock (the "Escrow Shares") with the Escrow Agent as partial security for the performance obligations of Hardy pursuant to the Purchase Agreement. The Escrow Agent agrees to accept delivery of the Escrow Shares and to hold such Escrow Shares in an escrow account (the "Escrow" or "Escrow Account") in accordance with the provisions of this Escrow Agreement. The Escrow Shares shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto.
Sample 1
SHARES TO BE PLACED IN ESCROW. On the Closing Date, the Company shall deposit
Sample 1
SHARES TO BE PLACED IN ESCROW. (a) Pursuant to Section 2.11 of the Merger Agreement, on the Closing Date, Pubco shall issue certificates for the aggregate number of shares of Pubco Common Stock issuable (and/or reserved for issuance) to holders of (i) EnviroSystems Preferred Stock in the Merger and (ii) upon exercise of Envirosystems Options and Warrants, if exercised, for Pubco Common Stock in the future (the "Escrow Shares") in the name of the Escrow Agent evidencing the shares of Pubco Common Stock to be held in the Escrow Account in accordance with this Agreement. The Escrow Shares shall be held by the Escrow Agent in the Escrow Account in accordance with the provisions of this Agreement and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto or the Shareholders.
Sample 1
SHARES TO BE PLACED IN ESCROW. Subject to and in accordance with the provisions of Article VI hereof, Parent shall cause to be distributed to the Escrow Agent a certificate or certificates representing One Hundred One Thousand Five Hundred Twenty Three (101,523) shares of Parent Common Stock (the "Escrow Shares") to which the Sachs Family Trust would otherwise be entitled which shall be registered in the name of the Sachs Family Trust; provided that the Sachs Family Trust executes a separate stock power with a medallion guaranty of the signature in a form acceptable to the Escrow Agent (in the event that the Sachs Family Trust fails to execute such documents, the Escrow Shares shall be held in the name of the Escrow Agent as nominee). The Escrow Shares shall be available to compensate Parent for certain Damages as provided in Article VI and the Escrow Agreement. To the extent not used for such purposes, such shares shall be released, all as provided in Article VI and the Escrow Agreement. Subject to and in accordance with the provisions of Section 1.13 hereof, Parent shall cause to be distributed to the Escrow Agent a certificate or certificates representing that number of shares of Parent Common Stock representing Twenty Thousand Three Hundred Four (20,304) shares of Parent Common Stock (the "Post-Closing Adjustment Shares") which shall be registered in the name of the Sachs Family Trust; provided that the Sachs Family Trust executes a separate stock power with a medallion guaranty of the signature in a form acceptable to the Escrow Agent (in the event that the Sachs Family Trust fails to execute such documents, the Post-Closing Adjustment Shares shall be held in the name of the Escrow Agent as nominee). The Post-Closing Adjustment Shares shall be available to compensate Parent for certain excess liabilities assumed by Parent in the Merger as provided in Section 1.13. To the extent not used for such purposes, such shares shall be released, all as provided in Section 1.13. The aggregate number of Escrow Shares and Post-Closing Adjustment Shares deposited with the Escrow Agent pursuant to this Section 1.7 shall be One Hundred Twenty One Thousand Eight Hundred Twenty Seven (121,827) shares.
Sample 1
AutoNDA by SimpleDocs

Related to SHARES TO BE PLACED IN ESCROW

  • Terms of the Units and Placement Warrants 8.1 The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units and component parts will be subject to transfer restrictions described in the Insider Letter, (ii) the Placement Warrants will be non-redeemable so long as they are held by the initial holder thereof (or any of its permitted transferees), and may be exercisable on a “cashless” basis if held by a Subscriber or its permitted transferees, as further described in the Warrant Agreement and (iii) the Units and component parts are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration of the lockup described above in clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available.

  • Terms of the Private Placement Warrants (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent on the IPO Closing Date, in connection with the Public Offering (the “Warrant Agreement”).

  • Authorization Purchase and Sale Terms of the Private Placement Warrants A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

  • Private Placement Warrants; Forward Purchase Warrants 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

  • Purchase and Sale of the Private Placement Warrants (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 7,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 600,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Trust Account in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

  • Purchase of the Units (a) The Company agrees to issue and sell the Underwritten Units 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 Unit of $9.80 (the “Purchase Price”) from the Company the respective number of Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto.

  • Additional Shares Neither the Company nor any company controlling, controlled by or under common control with the Company shall issue additional Shares, rights to subscribe for Shares, securities convertible into or exchangeable for Shares or rights to subscribe for any such securities or shall deposit any Shares under this Deposit Agreement, except under circumstances complying in all respects with the Securities Act of 1933. The Depositary will use reasonable efforts to comply with written instructions of the Company not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may reasonably be specified in such instructions in order to facilitate the Company's compliance with securities laws in the United States.

  • Exclusion of Private Placement Warrants and Working Capital Warrants The Company agrees that the redemption rights provided in this Section 6 shall not apply to the Private Placement Warrants or the Working Capital Warrants if at the time of the redemption such Private Placement Warrants or the Working Capital Warrants continue to be held by the Sponsor or any Permitted Transferees, as applicable. However, once such Private Placement Warrants or Working Capital Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants and the Working Capital Warrants, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants or the Working Capital Warrants to exercise the Private Placement Warrants and the Working Capital Warrants prior to redemption pursuant to Section 6.3. Private Placement Warrants and Working Capital Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants and shall become Public Warrants under this Agreement.

  • Purchase and Issuance of the Units Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Closing Date (as defined below) the Units in consideration of the payment of the Purchase Price (as defined below). On the Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form.

  • Warrant Private Placement On or prior to the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Warrant Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 4,200,000 warrants of the Company, which warrants are identical to the Warrants subject to certain exceptions (collectively, the “Placement Warrants”), at a purchase price of $1.00 per Placement Warrant in a private placement (the “Warrant Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. The terms of the Placement Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). Simultaneously with the Option Closing Date (if any), (i) the Sponsor will purchase from the Company pursuant to the Sponsor Warrant Purchase Agreement, up to an additional 300,000 Placement Warrants at a purchase price of $1.00 per Placement Warrant in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. None of the Placement Warrants may be sold, assigned or transferred by the Sponsor or the Representative or their respective transferees until thirty (30) days after consummation of a Business Combination. The purchase price for the Placement Warrants to be paid by the Sponsor has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

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