Dealing With Escrow Securities Sample Clauses

Dealing With Escrow Securities. 4.1 Restriction on Transfer, etc.
Sample 1Sample 2Sample 3See All (54)
AutoNDA by SimpleDocs
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.
Sample 1Sample 2Sample 3See All (6)
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.
Sample 1Sample 2
Dealing With Escrow Securities. 11 4.1 Restriction on Transfer, etc. 11 4.2 Pledge, Mortgage or Charge as Collateral for a Loan 11 4.3 Voting of Escrow Securities 11 4.4 Dividends on Escrow Securities 11 4.5 Exercise of Other Rights Attaching to Escrow Securities 11 PART 5 PERMITTED TRANSFERS WITHIN ESCROW 11 5.1 Transfer to Directors and Senior Officers 11 5.2 Transfer to Other Principals 12 5.3 Transfer upon Bankruptcy 13 5.4 Transfer Upon Realization of Pledged, Mortgaged or Charged Escrow Securities 13 5.5 Transfer to Certain Plans and Funds 13 5.6 Effect of Transfer Within Escrow 14 PART 6 BUSINESS COMBINATIONS 14 6.1 Business Combinations 14 6.2 Delivery to Escrow Agent 14 6.3 Delivery to Depositary 15 6.4 Release of Escrow Securities to Depositary 15 6.5 Escrow of New Securities 15 6.6 Release from Escrow of New Securities 15 PART 7 RESIGNATION OF ESCROW AGENT 16 7.1 Resignation of Escrow Agent 16 PART 8 OTHER CONTRACTUAL ARRANGEMENTS 17 8.1 Escrow Agent Not a Trustee 17 8.2 Escrow Agent Not Responsible for Genuineness 17 8.3 Escrow Agent Not Responsible for Furnished Information 17 8.4 Escrow Agent Not Responsible after Release 17 8.5 Indemnification of Escrow Agent 17 8.6 Additional Provisions 17 8.7 Limitation of Liability of Escrow Agent 18 8.8 Remuneration of Escrow Agent 18 8.9 Notice to Escrow Agent 18 PART 9 NOTICES 19
Sample 1
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.
Sample 1
Dealing With Escrow Securities. 9 4.1 Restriction on Transfer, etc. 9 4.2 Pledge, Mortgage or Charge as Collateral for a Loan 9 4.3 Voting of Escrow Securities 10 4.4 Dividends on Escrow Securities 10 4.5 Exercise of Other Rights Attaching to Escrow Securities 10 PART 5 PERMITTED TRANSFERS WITHIN ESCROW 10 5.1 Transfer to Directors and Senior Officers 10 5.2 Transfer to Other Principals 11 5.3 Transfer upon Bankruptcy 12 5.4 Transfer Upon Realization of Pledged, Mortgaged or Charged Escrow Securities 12 5.5 Transfer to Certain Plans and Funds 13 5.6 Effect of Transfer Within Escrow 13 PART 6 BUSINESS COMBINATIONS 14 6.1 Business Combinations 14 6.2 Delivery to Escrow Agent 14 6.3 Delivery to Depositary 14 6.4 Release of Escrow Securities to Depositary 15 6.5 Escrow of New Securities 15 6.6 Release from Escrow of New Securities 15
Sample 1
AutoNDA by SimpleDocs
Dealing With Escrow Securities 
Sample 1Sample 2Sample 3See All (318)

Related to Dealing With Escrow Securities

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.