SHARES TO BE RELEASED Sample Clauses

SHARES TO BE RELEASED. On the date 365 days after the Closing Date, Escrow Agent shall release to the Designated Shareholders' Agent from the Escrow all Shares then held in the Escrow, except for any Shares subject to an Officer's Certificate which has been delivered or that are to be retained in the Escrow in accordance with Section 3.2(c) of this Escrow Agreement.
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SHARES TO BE RELEASED. On the date 12 months after the Closing Date, the Escrow Agent shall release to Seller from the Escrow all Escrow Shares then held in the Escrow, except for any Escrow Shares necessary to satisfy a claim set forth in a Claim Notice which has been given and for which a Response Notice has not been received or deemed to have been receive, or that are to be retained in the Escrow in accordance with Section 3.3(c) of this Escrow Agreement.
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SHARES TO BE RELEASED. Escrow Agent shall release, to the Indemnifying Shareholders from the Escrow upon receipt of a notice ("Notice") executed by Parent and the Indemnifying Shareholders' Agent, all Escrow Shares then held in the Escrow, except for any Escrow Shares that are to be retained in the Escrow in accordance with Section 3.3(c) of this Escrow Agreement, no later than the date 90 days after the Closing Date. 5.2
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SHARES TO BE RELEASED. On the Escrow Release Date or, if a Claim Notice has been delivered pursuant to Section 3.1 within 45 days of such date, then 45 days after the delivery of such Claim Notice, the Escrow Agent shall release to the Designated Shareholders from the Escrow all shares of Parent Common Stock then held in the Escrow, except for any shares of Parent Common Stock that are to be retained in the Escrow in accordance with Section 3.3(c) of this Escrow Agreement.
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SHARES TO BE RELEASED. On the date 12 months after the Closing Date (the "Scheduled Escrow Termination Date"), the Escrow Agent shall release to the Shareholders from the Escrow all Escrow Shares then held in the Escrow, other than any Escrow Shares that are to be retained in the Escrow in accordance with Section 4.3(c). From and after the Scheduled Escrow Termination Date and upon the resolution of a dispute (and the release of Escrow Shares to indemnified parties in respect of such dispute, if any) in accordance with Section 4.3(c), Parent shall release to the Shareholders any Escrow Shares remaining in the Escrow in respect of such dispute.
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SHARES TO BE RELEASED. (a) Within ten (10) days after the date one hundred eighty (180) days from the Closing Date, the Escrow Agent shall release to the Selling Shareholders, pro rata in accordance with Exhibit B, from the Escrow fifty percent (50%) of the Escrowed Shares, less any Escrowed Shares that are to be retained in the Escrow in accordance with Section 3.3(c) of this Escrow Agreement.
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SHARES TO BE RELEASED. On the earlier of: (i) three years after the date of the Asset Purchase Agreement or (ii) the earliest practicable date following the fiscal year in which Sub achieves sales in excess of $3,000,000 and net earnings before taxes in excess of $600,000, all determined in accordance with generally accepted accounting principles consistently applied. the Escrow Agent shall release to the Company from the Escrow all shares of Parent Common Stock then held in the Escrow, except for any shares of Parent Common Stock that are to be retained in the Escrow in accordance with Section 3.3(c) of this Escrow Agreement
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SHARES TO BE RELEASED. On the date 12 months after the Closing Date (the "Escrow Release Date"), the Escrow Agent shall release to the Purelink Shareholders from the Escrow all Escrow Shares then held in the Escrow, other than any Escrow Shares that are to be retained in the Escrow in accordance with Section 4.3(c). From and after the Escrow Release Date and upon the resolution of a dispute (and the release of Escrow Shares to Indemnified Persons in respect of such dispute, if any) in accordance with Section 4.3(c), Gateway shall release to the Purelink Shareholders any Escrow Shares remaining in the Escrow in respect of such dispute.
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SHARES TO BE RELEASED. On the Termination Date the Escrow Agent shall release to the Shareholders from the Escrow all shares of Parent Common Stock then held in the Escrow, except for any shares of Parent Common Stock that are to be retained in the Escrow in accordance with Section 3.3(c) of this Escrow Agreement.
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Related to SHARES TO BE RELEASED

  • Shares to Be Reserved The Company shall at all times during the term of the Option reserve and keep available such number of shares of stock as will be sufficient to satisfy the requirements of this Agreement.

  • Shares to be Fully Paid All Warrant Shares will, upon issuance in accordance with the terms of this Warrant, be validly issued, fully paid, and nonassessable and free from all taxes, liens, and charges with respect to the issue thereof.

  • SHARES TO BE ISSUED The number of full and fractional Acquiring Fund Shares to be issued in exchange for the Selling Fund’s assets shall be determined by multiplying the outstanding shares of the Selling Fund by the ratio computed by dividing the net asset value per share of the Selling Fund by the net asset value per share of the Acquiring Fund on the Valuation Date, determined in accordance with in paragraph 2.2.

  • STOCK TO BE RESERVED The Company will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon the exercise of this Warrant as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The Company covenants that all shares of Common Stock which shall be so issued, upon full payment of the Warrant Price therefor or as otherwise set forth herein, shall be duly and validly issued and fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof, and, without limiting the generality of the foregoing, the Company covenants that it will from time to time take all such action as may be required to ensure that the par value per share, if any, of the Common Stock is at all times equal to or less than the effective Warrant Price. The Company will take all such action as may be necessary to ensure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement of any national securities exchange or automated quotation system upon which the Common Stock of the Company may be listed or quoted. The Company will not take any action which results in any adjustment of the Warrant Price if the total number of shares of Common Stock issued and issuable after such action upon exercise of this Warrant would exceed the total number of shares of Common Stock then authorized by the Company's Certificate of Incorporation. The Company has not granted and will not grant any right of first refusal with respect to shares issuable upon exercise of this Warrant, and there are no preemptive rights associated with such shares.

  • Delivery of Fundamental Change Repurchase Notice and Notes to Be Repurchased To exercise its Fundamental Change Repurchase Right for a Note following a Fundamental Change, the Holder thereof must deliver to the Paying Agent:

  • Purchase of the Shares (a) 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, 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.

  • Selection of Notes to Be Redeemed or Purchased If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption on a pro rata basis (except that any Notes represented by a Global Note will be redeemed by such method as DTC may require), unless otherwise required by law or applicable stock exchange requirements. In the event of partial redemption, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption. The Trustee will promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected will be in amounts of $1,000 or whole multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

  • Selection of Debentures to be Redeemed If less than all the outstanding Debentures of a series are to be redeemed at any time, the Trustee shall select the Debentures of such series to be redeemed by lot or by any other method the Trustee considers fair and appropriate. The Trustee shall make the selection at least 30 but not more than 60 days before the Redemption Date from outstanding Debentures of such series not previously called for redemption. Provisions of this Indenture that apply to Debentures called for redemption also apply to portions of Debentures called for redemption. The Trustee shall notify the Company promptly of the Debentures or portions of Debentures to be redeemed.

  • Shares to be Fully Paid; Reservation of Shares The Company covenants and agrees that all Warrant Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any stockholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise or conversion of the subscription rights evidenced by this Warrant, a sufficient number of shares of the Company’s authorized but unissued Common Stock, or other securities and property, when and as required to provide for the exercise or conversion of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of the Company’s Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the stock may be listed. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined in Section 4 hereof) if the total number of shares of the Company’s Common Stock issuable after such action upon exercise or conversion of all outstanding warrants, together with all shares then outstanding and all shares then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of the Company’s Common Stock then authorized by the Company’s Articles of Incorporation.

  • Purchase of the Shares by the Underwriters (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in 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 from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $ . In addition, 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 or 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.

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