Transfer of Escrow Shares Sample Clauses

Transfer of Escrow Shares. No portion of the rights and interests of the Company Stockholders in the Escrow Fund may be sold, assigned, pledged, distributed or otherwise transferred, without the prior written consent of Parent.
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Transfer of Escrow Shares. The Parent shall be solely responsible for providing, at its cost and expense, any certification, opinion of counsel or other instrument or document necessary to comply with or satisfy any transfer restrictions to which the Escrow Shares are subject, including, without limitation, any opinion of counsel required to be delivered pursuant to any restrictive legend appearing on the certificate evidencing the Escrow Shares in connection with any distribution of Escrow Shares to be made by the Escrow Agent under or pursuant to this Escrow Agreement. Any such opinion of counsel shall include the Escrow Agent as an addressee or shall expressly consent to the Escrow Agent’s reliance thereon.
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Transfer of Escrow Shares. UBICS, upon receipt of any Holdback Escrow Shares (together with corresponding stock powers) shall have full legal and beneficial ownership of such Holdback Escrow Shares, and may either cancel such shares, hold them in treasury or reissue them as it deems appropriate.
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Transfer of Escrow Shares. The Company Shareholders shall not be permitted to transfer any of the Escrow Shares hereunder except in accordance with applicable securities laws and only to such Company Shareholder's family member or a trust, partnership or limited liability company for the benefit of the Company Shareholder or such Company Shareholder's immediate family member and then only on the condition that any transferee of Escrow Shares agrees to be bound by the terms of this Agreement by executing and delivering to Parent and Escrow Agent a counterpart signature page to this Agreement. In furtherance of the foregoing, the transferee shall deposit with the Escrow Agent the Escrow Certificate representing the Escrow Shares transferred hereby (the "Transferred Share Certificate"), along with a Stock Power for such shares duly executed in blank by such transferee, whereupon the Escrow Shares represented by the Transferred Share Certificate shall become "Escrow Shares" for all purposes hereunder. In the event less than all of the Escrow Shares evidenced by an Escrow Certificate are to be transferred in accordance with this section, Parent shall cause transfer agent to promptly issue (i) the Transferred Share Certificate to the transferee and (ii) an Escrow Certificate representing the balance of the Escrow Shares not transferred hereby to the transferring Company Shareholder.
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Transfer of Escrow Shares. Any Notice of Claim received by the Shareholder Representative and the Escrow Agent pursuant to Section 3 above will be resolved as follows:
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Transfer of Escrow Shares. The Shareholders acknowledge and understand that the Escrow Shares have not been registered under the Securities Act of 1933 (the "Act") or any state securities laws, and that the transfer of the Escrow Shares is therefore restricted. The Escrow Shares are also subject to certain restrictions because they have been issued in a business combination accounted for as a pooling of interests (the "Pooling Restrictions"). Each of the foregoing restrictions is described in Section 1.8 of the Merger Agreement and in the legends printed on certificates representing the Escrow Shares. The Escrow Shares (i) can only be transferred if they are registered under the Act and any state securities laws or there is an available exemption from such registration and (ii) can only be sold (and the holder thereof may only reduce his risk relative thereto) after ESI has published financial results covering at least 30 days of combined operations following the Effective Time of the Merger. In the event an exemption becomes available or the Escrow Shares are registered under the Act during the term of this Agreement and after the Pooling Restrictions have lapsed, thereby permitting the transfer of such shares, ESI will notify the Escrow Agent to this effect, and ESI, the Shareholders and the Escrow Agent agree to amend this Agreement to provide that, subject to compliance with all procedural requirements requested by the Escrow Agent, (i) a Shareholder may direct the Escrow Agent to transfer the Escrow Shares for value, (ii) upon transfer, any value received for such Escrow Shares in excess of the Valuation Price will be promptly distributed to the Shareholder, and (iii) an amount equal to the Valuation Price will be retained by the Escrow Agent to satisfy Claims for the term of this Agreement.
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Transfer of Escrow Shares. (a) Any Neuromed Stockholder may transfer all or a portion of the interest of such Neuromed Stockholder in any shares of CombinatoRx Common Stock designated as Holdback Shares in the Escrow Fund that remain issued and outstanding as of the date of such transfer; provided that any transferee of the interest of such Neuromed Stockholder in the Holdback Shares must become a party to this Agreement and any purported transfer of the interest of such Neuromed Stockholder’s Holdback Shares to a person that does not become a party hereto shall be null and void ab initio. Each certificate representing Escrow Shares held in escrow shall have the following legend noted conspicuously thereon: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF THAT CERTAIN ESCROW AGREEMENT DATED JUNE 30, 2009 BY AND AMONG COMBINATORX, INCORPORATED, COMPUTERSHARE TRUST COMPANY, N.A., AS ESCROW AGENT, AND XXXX X. XXXXXXX, AS STOCKHOLDER REPRESENTATIVE. THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER UNTIL RELEASED FROM SUCH RESTRICTIONS IN ACCORDANCE WITH THE TERMS OF SUCH ESCROW AGREEMENT. (b) During the term of this Agreement, the interests of the Neuromed Stockholders in the Milestone Shares shall not be assignable or transferable, except by operation of law or the laws of descent and distribution (and in either case the assignee or transferee shall be subject to the terms and conditions of this Agreement). During the term of this Agreement, the interest of CombinatoRx in the Escrow Shares shall not be assignable or transferable, except by operation of law (and assignee or transferee shall be subject to the terms and conditions of this Agreement). (c) The Escrow Agent is hereby granted the power to effect any transfer of the interest of such Neuromed Stockholder in any Escrow Shares permitted by this Agreement. CombinatoRx will cooperate (and cause its transfer agent to cooperate) with the Escrow Agent in promptly issuing stock certificates to effect such transfers (including the cancellation and reissuance of the stock certificates representing cancelled and other Escrow Shares).
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Transfer of Escrow Shares. Red Hat, upon becoming entitled to any Escrow Shares in accordance with the terms of this Escrow Agreement and the Merger Agreement, shall have full legal and beneficial ownership of such Escrow Shares, and may either cancel such shares, hold them in treasury or reissue them as it deems appropriate.
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Transfer of Escrow Shares 
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Related to Transfer of Escrow Shares

  • Release of Escrow Securities (1) When an emerging issuer becomes an established issuer, the release schedule for its escrow securities changes. (2) If an emerging issuer becomes an established issuer 18 months or more after its listing date, all escrow securities will be released immediately. (3) If an emerging issuer becomes an established issuer within 18 months after its listing date, all escrow securities that would have been released to that time, if the Issuer was an established issuer on its listing date, will be released immediately. Remaining escrow securities will be released in equal installments on the day that is 6 months, 12 months and 18 months after the listing date.

  • Deposit of Escrow Shares On or before the Effective Date, each of the Initial Stockholders shall deliver to the Escrow Agent certificates representing his respective Escrow Shares, to be held and disbursed subject to the terms and conditions of this Agreement. Each Initial Stockholder acknowledges that the certificate representing his Escrow Shares is legended to reflect the deposit of such Escrow Shares under this Agreement.

  • Deposit of Escrow Securities On or before the Closing Date, the Initial Holders shall deliver to the Escrow Agent certificates representing their respective Escrow Securities, in proper transfer order with Medallion guaranteed stock powers, to be held and disbursed subject to the terms and conditions of this Agreement. The Initial Holders acknowledge and agree that the certificates representing the Escrow Securities will bear a legend to reflect the deposit of such Escrow Securities under this Agreement.

  • Voting of Escrow Securities You may exercise any voting rights attached to your escrow securities.

  • Investment of Escrow Funds The Escrow Agent shall deposit the Escrow Funds in a non-interest bearing money market account. If Escrow Agent has not received a Joint Written Direction at any time that an investment decision must be made, Escrow Agent may retain the Escrow Fund, or such portion thereof, as to which no Joint Written Direction has been received, in a non-interest bearing money market account.

  • Investment of Escrow Fund During the term of this Escrow Agreement, the Escrow Fund shall be invested and reinvested by the Escrow Agent in the investment indicated on Schedule 1 or such other investments as shall be directed in writing by the Issuer and the Depositor and as shall be acceptable to the Escrow Agent. All investment orders involving U.S. Treasury obligations, commercial paper and other direct investments may be executed through broker-dealers selected by the Escrow Agent. Periodic statements will be provided to the Issuer and the Depositor reflecting transactions executed on behalf of the Escrow Fund. The Issuer and the Depositor, upon written request, will receive a statement of transaction details upon completion of any securities transaction in the Escrow Fund without any additional cost. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Escrow Agreement. The Escrow Agent shall have no liability for any loss sustained as a result of any investment in an investment indicated on Schedule 1 or any investment made pursuant to the instructions of the parties hereto or as a result of any liquidation of any investment prior to its maturity or for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrow Fund. The Escrow Agent may earn compensation in the form of short-term interest (“float”) on items like uncashed distribution checks (from the date issued until the date cashed), funds that the Escrow Agent is directed not to invest, deposits awaiting investment direction or received too late to be invested overnight in previously directed investments.

  • Deposit of Escrow Securities in Escrow (1) You are depositing the securities (escrow securities) listed opposite your name in Schedule “A” with the Escrow Agent to be held in escrow under this Agreement. You will immediately deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of these securities which you have or which you may later receive. (2) If you receive any other securities (additional escrow securities): (a) as a dividend or other distribution on escrow securities; (b) on the exercise of a right of purchase, conversion or exchange attaching to escrow securities, including securities received on conversion of special warrants; (c) on a subdivision, or compulsory or automatic conversion or exchange of escrow securities; or (d) from a successor issuer in a business combination, if Part 6 of this Agreement applies, you will deposit them in escrow with the Escrow Agent. You will deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of those additional escrow securities. When this Agreement refers to escrow securities, it includes additional escrow securities. (3) You will immediately deliver to the Escrow Agent any replacement share certificates or other evidence of additional escrow securities issued to you.

  • Release of Escrow Funds The Escrow Funds shall be paid by the Escrow Agent in accordance with the following: (a) In the event that the Company advises the Escrow Agent in writing that the Offering has been terminated (the “Termination Notice”), the Escrow Agent shall promptly return the funds paid by each Investor to such Investor without interest or offset. (b) At each Closing, the Company and the Placement Agent shall provide the Escrow Agent with written instructions regarding the disbursement of the Escrow Funds in accordance with Exhibit A attached hereto and made a part hereof and signed by the Company and the Placement Agent (the “Disbursement Instructions”). (c) If by 5:00 P.M. Eastern time on the Final Termination Date, the Escrow Agent has not received written Disbursement Instructions from the Company and Placement Agent regarding the disbursement of the Escrow Funds in the Escrow Account, if any, then the Escrow Agent shall promptly return such Escrow Funds, if any, to the Investors without interest or offset. The Escrow Funds returned to the Investors shall be free and clear of any and all claims of the Escrow Agent. (d) The Escrow Agent shall not be required to pay any uncollected funds or any funds that are not available for withdrawal. (e) The Placement Agent or the Company will provide the Escrow Agent with the payment instructions for each Investor, to whom the funds should be returned in accordance with this section. (f) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient party shall repay to the Escrow Agent upon written request the amount so paid to it. (g) The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Amount, including without limitation any attachment, levy or garnishment, without any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any of the Parties or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. (h) Each Party understands and agrees that Escrow Agent shall have no obligation or duty to act upon a written direction delivered to Escrow Agent for the disbursement of all or part of the Escrow Amount under this Agreement (a “Written Direction”) if such Written Direction is not (i) in writing, (ii) signed by representatives of both Parties listed in Schedule II to this Agreement, in each case, each such individual an “Authorized Representative” of such Party), and (iii) delivered to, and able to be authenticated by, Escrow Agent in accordance with Section 1.4 below. (i) Upon request by any Party, the Escrow Agent set up each Party with on-line access to the account(s) established pursuant to this Agreement, which each Party can use to view and verify transaction on such account(s). (j) A Party may specify in a Written Direction whether such Escrow Amount shall be disbursed by way of wire transfer or check. If the written notice for the disbursement of funds does not so specify the disbursement means, Escrow Agent may disburse the Escrow Amount by wire transfer.

  • Escrow Shares If any Escrow Shares are deliverable to the Company in accordance with this Make Good Agreement, (i) each Make Good Pledgor covenants and agrees to execute all such instruments of transfer (including stock powers and assignment documents) as are customarily executed to evidence and consummate the transfer of the Escrow Shares from Make Good Pledgor to the Company, to the extent not done so in accordance with Section 2, and (ii) following its receipt of the documents referenced in Section 6(i), the Company and Escrow Agent covenant and agree to cooperate with the Transfer Agent so that the Transfer Agent promptly transfers such Escrow Shares to the Company. Until such time as (if at all) the Escrow Shares are required to be delivered in accordance with this Make Good Agreement, any dividends payable in respect of the Escrow Shares and all voting rights applicable to the Escrow Shares shall be retained by each Make Good Pledgor. Should the Escrow Agent receive dividends or voting materials, such items shall not be held by the Escrow Agent, but shall be passed immediately on to the Make Good Pledgor and shall not be invested or held for any time longer than is needed to effectively re-route such items to the Make Good Pledgor. If the Escrow Agent receives a communication requiring the conversion of the Escrow Shares to cash or the exchange of the Escrow Shares for that of an acquiring company, the Escrow Agent shall solicit and follow the written instructions of each Make Good Pledgor; provided that the cash or exchanged shares are instructed to be redeposited into the Escrow Account. Each Make Good Pledgor shall be responsible for all taxes resulting from any such conversion or exchange.

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