Common use of Transfer to Other Principals Clause in Contracts

Transfer to Other Principals. (1) You may transfer escrow securities within escrow: (a) to a person or company that before the proposed transfer holds more than 20% of the voting rights attached to the Issuer’s outstanding securities; or (b) to a person or company that after the proposed transfer (i) will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities, and (ii) has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries. (2) Prior to the transfer the Escrow Agent must receive: (a) a certificate signed by a director or officer of the Issuer authorized to sign stating that: (i) the transfer is to a person or company that the officer believes, after reasonable investigation, holds more than 20% of the voting rights attached to the Issuer’s outstanding securities before the proposed transfer, or (ii) the transfer is to a person or company that: (A) the officer believes, after reasonable investigation, will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities, and (B) has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries after the proposed transfer; (b) an acknowledgment in the form of Schedule “B” signed by the transferee; and (d) a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent.

Appears in 2 contracts

Samples: Escrow Agreement, Escrow Agreement

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Transfer to Other Principals. (1a) You may transfer escrow securities within escrow: (ai) to a person or company that before the proposed transfer holds more than 20% of the voting rights attached to the Issuer’s 's outstanding securities; or (bii) to a person or company that after the proposed transfer (iA) will hold more than 10% of the voting rights attached to the Issuer’s 's outstanding securities, and (iiB) has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries. (2b) Prior to the transfer the Escrow Agent must receive: (ai) a certificate signed by a director or officer of the Issuer authorized to sign stating that: (iA) the transfer is to a person or company that the officer believes, after reasonable investigation, holds more than 20% of the voting rights attached to the Issuer’s 's outstanding securities before the proposed transfer, or (iiB) the transfer is to a person or company that: (A1) the officer believes, after reasonable investigation, will hold more than 10% of the voting rights attached to the Issuer’s 's outstanding securities, and (B2) has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries after the proposed transfer, and (C) any required approval from the Canadian exchange the Issuer is listed on has been received; (bii) an acknowledgment in the form of Schedule "B" signed by the transferee; and (d) a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent.;

Appears in 2 contracts

Samples: Escrow Agreement (Nutritional High International Inc), Escrow Agreement (Nutritional High International Inc)

Transfer to Other Principals. (1) You may transfer escrow securities within escrow: (a) to a person or company that before the proposed transfer holds more than 20% of the voting rights attached to the Issuer’s outstanding securities; or (b) to a person or company that after the proposed transfer (i) will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities, and (ii) has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries. (2) Prior to the transfer the Escrow Agent must receive: (a) a certificate signed by a director or officer of the Issuer authorized to sign stating that: (i) the transfer is to a person or company that the officer believes, after reasonable investigation, holds more than 20% of the voting rights attached to the Issuer’s outstanding securities before the proposed transfer, or (ii) the transfer is to a person or company that: (A) the officer believes, after reasonable investigation, will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities, and (B) has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries after the proposed transfer, and (iii) any required approval from the Canadian exchange the Issuer is listed on has been received; (b) an acknowledgment in the form of Schedule “B” signed by the transferee; and (dc) a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent.

Appears in 1 contract

Samples: Escrow Agreement

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Transfer to Other Principals. (( 1) You may transfer escrow securities within escrow: (( a) to a person or company that before the proposed transfer holds more than 20% of the voting rights attached to the Issuer’s outstanding securities; or (( b) to a person or company that after the proposed transfer (i) will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities, and (ii) has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries. (( 2) Prior to the transfer the Escrow Agent must receive: (( a) a certificate signed by a director or officer of the Issuer authorized to sign stating that: (i) the transfer is to a person or company that the officer believes, after reasonable investigation, holds more than 20% of the voting rights attached to the Issuer’s outstanding securities before the proposed transfer, or (ii) the transfer is to a person or company that: (A) the officer believes, after reasonable investigation, will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities, and (B) has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries after the proposed transfer, and (iii) any required approval from the Canadian exchange the Issuer is listed on has been received; (( b) an acknowledgment in the form of Schedule “B” signed by the transferee; and (d) a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent.;

Appears in 1 contract

Samples: Escrow Agreement

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