Dealing With Escrow Securities Sample Clauses
The 'Dealing with Escrow Securities' clause defines how securities held in escrow are managed during the term of an agreement. It typically outlines the conditions under which the escrow agent may release, transfer, or otherwise handle the securities, such as upon fulfillment of certain obligations or the occurrence of specific events. This clause ensures that both parties understand the procedures and safeguards in place for the escrowed assets, thereby protecting their interests and reducing the risk of disputes over the handling of these securities.
Dealing With Escrow Securities. 4.1 Restriction on Transfer, etc.
4.2 Pledge, Mortgage or Charge as Collateral for a Loan 4.3 Voting of Escrow Securities
4.4 Dividends on Escrow Securities 4.5 Exercise of Other Rights Attaching to Escrow Securities
Dealing With Escrow Securities. 4.1 Restriction on Transfer, etc. UNLESS IT IS EXPRESSLY PERMITTED IN THIS AGREEMENT, YOU WILL NOT SELL, TRANSFER, ASSIGN, MORTGAGE, ENTER INTO A DERIVATIVE TRANSACTION CONCERNING, OR OTHERWISE DEAL IN ANY WAY WITH YOUR ESCROW SECURITIES OR ANY RELATED SHARE CERTIFICATES OR OTHER EVIDENCE OF THE ESCROW SECURITIES. IF A SECURITYHOLDER IS A PRIVATE COMPANY CONTROLLED BY ONE OR MORE PRINCIPALS (AS DEFINED IN SECTION 3.5 OF THE POLICY) OF THE ISSUER, THE SECURITYHOLDER MAY NOT PARTICIPATE IN A TRANSACTION THAT RESULTS IN A CHANGE OF ITS CONTROL OR A CHANGE IN THE ECONOMIC EXPOSURE OF THE PRINCIPALS TO THE RISKS OF HOLDING ESCROW SECURITIES.
4.2 Pledge, Mortgage or Charge as Collateral for a Loan
Dealing With Escrow Securities. 6
4.1 Restriction on Transfer, etc 6
4.2 Pledge, Mortgage or Charge as Collateral for a Loan 7 4.3 Voting of Escrow Securities 7 4.4 Dividends on Escrow Securities 7 4.5 Exercise of Other Rights Attaching to Escrow Securities 7 5.1 Transfer to Directors and Senior Officers 7 5.2 Transfer to Other Principals 8 5.3 Transfer upon Bankruptcy 9 5.4 Transfer Upon Realization of Pledged, Mortgaged or Charged Escrow Securities 9 5.5 Transfer to Certain Plans and Funds 9 5.6 Effect of Transfer Within Escrow 10 6.1 Business Combinations 10 6.2 Delivery to Escrow Agent 10
6.3 Delivery to Depositary 11
6.4 Release of Escrow Securities to Depositary 11 6.5 Escrow of New Securities 11 6.6 Release from Escrow of New Securities 12
Dealing With Escrow Securities. 5.1. For greater certainty, the provisions of Part 5 of this Agreement only apply to those Escrow Securities that remain in escrow under this Agreement. The provisions of Part 5 of this Agreement shall immediately cease to apply to any Escrow Securities once they have been released from escrow under this Agreement.
5.2. Unless expressly permitted by this Agreement, the Shareholder shall not sell, transfer, assign, mortgage, enter into a derivative transaction concerning, or otherwise deal in any way with the Escrow Securities or any related share certificates or other evidence of the Escrow Securities. The Shareholder may transfer all or a portion of the Escrow Securities pursuant to a Permitted Transfer (as defined in Schedule "B") provided that any transferee of the Escrow Securities must become a party to this Agreement and any purported transfer of Escrow Securities to a person that does not become a party hereto shall be null and void ab initio. Each certificate representing Escrow Securities 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 , 2008 BY AND AMONG SONUS PHARMACEUTICALS, INC., COMPUTERSHARE TRUST COMPANY OF CANADA, AS ESCROW AGENT, AND , OR, IF APPLICABLE, [▇▇▇▇▇▇ ▇▇▇▇▇▇], AS SHAREHOLDER'S AGENT. THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ON TRANSFER UNTIL RELEASED FROM SUCH RESTRICTIONS IN ACCORDANCE WITH THE TERMS OF SUCH ESCROW AGREEMENT
5.3. Any dividend or other distribution on the Escrow Securities shall be deposited with the Escrow Agent to be held in escrow along with the corresponding Escrow Securities. Any such dividend or other distribution shall be released from escrow in conjunction with the release from escrow of the corresponding Escrow Securities and the Purchaser shall direct the Escrow Agent to do the same in the applicable Release Notice. If the Escrow Securities are reclassified or changed into other securities or property pursuant to a merger, consolidation or other reorganization of Purchaser after the Effective Time that does not otherwise constitute a Business Combination (as defined in Schedule "A") the occurrence of which constitutes the achievement of Milestone 10 set forth in Schedule "A", then such reclassified shares or other securities or property, as the case may be, shall be deposited with the Escrow Agent to be held in escrow and released from escrow in conjunction...
Dealing With Escrow Securities. 3
4.1 Restriction on Transfer, etc. 3
4.2 Pledge, Mortgage or Charge as Collateral for a Loan 3 4.3 Voting of Escrow Securities 3 4.4 Dividends on Escrow Securities 3 4.5 Exercise of Other Rights Attaching to Escrow Securities 3 5.1 Transfer to Directors and Senior Officers 3 5.2 Transfer to Other Principals 4 5.3 Transfer upon Bankruptcy 5 5.4 Transfer Upon Realization of Pledged, Mortgaged or Charged Escrow Securities 5 5.5 Transfer to Certain Plans and Funds 5 5.6 Effect of Transfer Within Escrow 6 6.1 Business Combinations 6 6.2 Delivery to Escrow Agent 6
6.3 Delivery to Depositary 7
6.4 Release of Escrow Securities to Depositary 7 6.5 Escrow of New Securities 7 6.6 Release from Escrow of New Securities 7 7.1 Resignation of Escrow Agent 8 8.1 Escrow Agent Not a Trustee 9 8.2 Escrow Agent Not Responsible for Genuineness 9 8.3 Escrow Agent Not Responsible for Furnished Information 9
8.4 Escrow Agent Not Responsible after Release 9 8.5 Indemnification of Escrow Agent 9 8.6 Additional Provisions 9 8.7 Limitation of Liability of Escrow Agent 10 8.8 Remuneration of Escrow Agent 10
8.9 Notice to Escrow Agent 10
9.1 Notice to Escrow Agent 11
9.2 Notice to Issuer 11 9.3 Deliveries to Securityholders 11 9.4 Change of Address 11 9.5 Postal Interruption 11 10.1 Interpretation - “holding securities” 12 10.2 Further Assurances 12 10.3 Time 12 10.5 Governing Laws 12 10.6 Consent of Exchange to Amendment 12 10.7 Counterparts 12 10.8 Singular and Plural 12 10.9 Language 12 10.10 Benefit and Binding Effect 12 10.11 Entire Agreement 12 10.12 Successor to Escrow Agent 12 SCHEDULE “A” – Securityholders SCHEDULE “B” – Acknowledgment and Agreement to be Bound AMONG: H-Source Holdings Ltd., a company duly incorporated under the laws of British Columbia, having its registered and records office at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, Canada, V6E 4N7 (the "Issuer" or "H-Source") (the "Escrow Agent") (a "Securityholder" or "you") (collectively, the "Parties")
Dealing With Escrow Securities. 4.1 Restriction on Transfer, etc. UNLESS IT IS EXPRESSLY PERMITTED IN THIS AGREEMENT, YOU WILL NOT SELL, TRANSFER, ASSIGN, MORTGAGE, ENTER INTO A DERIVATIVE TRANSACTION CONCERNING, OR OTHERWISE DEAL IN ANY WAY WITH YOUR ESCROW SECURITIES OR ANY RELATED SHARE CERTIFICATES OR OTHER EVIDENCE OF THE ESCROW SECURITIES. IF THE SECURITYHOLDER IS A PRIVATE COMPANY CONTROLLED BY ONE OR MORE PRINCIPALS (AS DEFINED IN SECTION 3.5 OF THE POLICY) OF THE ISSUER, THE SECURITYHOLDER MAY NOT PARTICIPATE IN A TRANSACTION THAT RESULTS IN A CHANGE OF ITS CONTROL OR A CHANGE IN THE ECONOMIC EXPOSURE OF THE PRINCIPALS TO THE RISKS OF HOLDING ESCROW SECURITIES.
4.2 Pledge, Mortgage or Charge as Collateral for a Loan You may pledge, mortgage or charge your escrow securities to a financial institution as collateral for a loan, provided that no escrow securities or any share certificates or other evidence of escrow securities will be transferred or delivered by the Escrow Agent to the financial institution for this purpose. The loan agreement must provide that the escrow securities will remain in escrow if the lender realizes on the escrow securities to satisfy the loan.
Dealing With Escrow Securities. 9 PART 5 PERMITTED TRANSFERS WITHIN ESCROW 10 PART 6 BUSINESS COMBINATIONS 14
Dealing With Escrow Securities. 4.1 Restriction on Transfer Unless it is expressly permitted in this Agreement, each Securityholder will not sell, transfer, assign, mortgage, enter into a derivative transaction concerning, or otherwise deal in any way with its escrow securities or any related share certificates or other evidence of the escrow securities. If a Securityholder is a private company controlled by one or more principals of the Issuer, the Securityholder may not participate in a transaction that results in a change of its control or a change in the economic exposure of the principals to the risks of holding escrow securities.
4.2 Pledge, Mortgage or Charge as Collateral for a Loan
Dealing With Escrow Securities