Transfer of Escrowed Shares Sample Clauses

Transfer of Escrowed Shares. (a) During the term of this Agreement, the interests of the Stockholders in the Escrowed 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 Purchaser in the Escrowed 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). (b) Each certificate representing Escrowed 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 JULY 21, 2010 BY AND AMONG MDRNA, INC., AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC, AS ESCROW AGENT, AND AMPERSAND 2006 LIMITED PARTNERSHIP, 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. (c) Notwithstanding the foregoing, certificates representing the Escrowed Shares shall not bear the legend set forth in Section 7(b) after being transferred out of the Escrow Account, if such transfer is made in accordance with Section 6 of this Agreement. (d) The Escrow Agent is hereby granted the power to effect any transfer of the interest of such Stockholder in any Escrowed Shares permitted by this Agreement. Purchaser 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 Escrowed Shares).
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Transfer of Escrowed Shares. During the period that any Escrowed Share is held by the Escrow Agent pursuant to this Agreement, neither Surge U.S. nor any permitted transferee of Surge U.S. (as set forth below) will be entitled to, and Surge U.S. and each transferee described in clause (i) of this Section 3(d) hereby covenants and agrees that it will not, sell or dispose of, transfer, relinquish or otherwise deal with any of its right, title or interest in any of the Escrowed Shares unless (i) such transferee is a successor to Surge U.S. by merger, amalgamation, combination or otherwise, (ii) prior to such transfer Surge U.S. or such transferee, as applicable, delivers to Surge Canada and the Escrow Agent a certificate of an officer of Surge U.S. or of such transferee or an officer thereof, as applicable, certifying that such transferee is a person or entity referred to in clause (i) of this Section 3(d), and (iii) such transferee agrees in writing with the parties hereto that the transferred Escrowed Shares will continue to be held by the Escrow Agent and remain subject to terms of this Agreement. In the event that a take-over bid as defined in the Securities Act (Alberta) is made to all or substantially all the holders of common shares of Surge Canada by a person, firm or corporation, to acquire common shares of Surge Canada such that upon completion of such take-over bid that person, firm or corporation will control directly or indirectly greater than 66⅔% of the votes attaching to all of the outstanding common shares of Surge Canada, Surge Canada and Surge U.S. each agree that in the event they want to accept the take-over bid, they will deliver a Release Notice to the Escrow Agent to tender any or all of the Escrowed Shares to the offeror under the take-over bid and Surge U.S. will deliver to the Escrow Agent a signed acceptance to the take-over bid and the appropriate documentation required by the Escrow Agent, acting reasonably, to effect the tender in respect of any or all of Surge U.S.'s Escrowed Shares. The Escrow Agent shall thereupon tender certificates for the specified number of Escrowed Shares to the offeror under the bid together with such signed acceptances to such take-over bid. If the Escrowed Shares are not taken up and paid for pursuant to such take-over bid, they shall be forthwith redeposited and held hereunder in accordance with the terms hereof. If the Escrowed Shares are taken up and paid for pursuant to such take-over bid the cash and securities received in e...
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Transfer of Escrowed Shares. Leonard and Norman shall not have the right to sell, assign, transfxx, xx convex xxx part of the Escrowed Shares as long as such shares remain subject to this Agreement.
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Transfer of Escrowed Shares. Pursuant to Section 1.07(h) of the Merger Agreement, a certificate or certificates representing 50,000 shares of VMARK Common Stock registered in the name of the Escrow Agent (the "Escrowed Shares") has been delivered to the Escrow Agent, and the Escrow Agent acknowledges receipt of said certificate or certificates.
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Transfer of Escrowed Shares. Sellers shall not have the right to sell, assign, transfer, or convey any part of the Escrowed Shares as long as such shares remain subject to this Agreement.
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Transfer of Escrowed Shares. Bensol shall not have the right to sell, assign, transfer, or convey any part of the Bensol Escrowed Shares as long as such shares remain subject to this Agreement.
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Related to Transfer of Escrowed Shares

  • Escrowed Shares a. With respect to the Escrowed Shares, upon an event of default as set forth in the Pledge Agreement, the Escrow Agent shall send written notice to the Transfer Agent ("Escrow Notice") to transfer such number of Escrow Shares as set forth in the Escrow Notice to the Buyers. Upon receipt of an Escrow Notice, the Transfer Agent shall promptly transfer such number of Escrow Shares to the Buyers as shall be set forth in the Escrow Notice delivered to the Transfer Agent by the Escrow Agent. Further, the Transfer Agent shall promptly transfer such shares from the Buyers to any subsequent transferee promptly upon receipt of written notice from the Buyers or their counsel. If the Escrow Shares are not registered for sale under the Securities Act of 1933, as amended, then the certificates for the Escrow Shares shall bear the legend set forth in Section 1b. b. In the event that counsel to the Company fails or refuses to render an opinion as may be required by the Transfer Agent to affect a transfer of the Escrow Shares (either with or without restrictive legends, as applicable), then the Company irrevocably and expressly authorizes counsel to the Buyers to render such opinion. The Transfer Agent shall accept and be entitles to rely on such opinion for the purpose of transferring the 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.

  • 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.

  • Investment of Escrowed Funds (a) Until released in accordance with this Agreement, the Escrowed Funds shall be kept segregated in the records of the Subscription Receipt Agent and shall be deposited in one or more segregated interest-bearing bank accounts to be maintained by the Subscription Receipt Agent in the name of the Subscription Receipt Agent at one or more Schedule I Canadian chartered banks, including the banks set forth in Section 7.2(c) (each such bank, an “Approved Bank”). Interest will be credited by the fifth Business Day of the following month. (b) All amounts held by the Subscription Receipt Agent pursuant to this Agreement shall be held by the Subscription Receipt Agent for the benefit of the Subscription Receiptholders and the delivery of the Escrowed Proceeds to the Subscription Receipt Agent shall not give rise to a debtor-creditor or other similar relationship between the Subscription Receipt Agent and the Subscription Receiptholders. The amounts held by the Subscription Receipt Agent pursuant to this Agreement are the sole risk of the Subscription Receiptholders and, without limiting the generality of the foregoing, the Subscription Receipt Agent shall have no responsibility or liability for any diminution of the Escrowed Funds which may result from any deposit made with an Approved Bank pursuant to this Section 7.2, including any losses resulting from a default by the Approved Bank or other credit losses (whether or not resulting from such a default) and any credit or other losses on any deposits liquidated or sold prior to maturity. The Company and the Lead Underwriter acknowledge and agree that the Subscription Receipt Agent acts prudently in depositing the Escrowed Proceeds at any Approved Bank, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such bank. (c) The Approved Banks include the Bank of Montreal and The Toronto-Dominion Bank.

  • Rights of Initial Stockholders in Escrow Shares 4.1 VOTING RIGHTS AS A STOCKHOLDER. Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • 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.

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

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