Examples of Maxim Shares in a sentence
During the Escrow Period, all dividends payable in cash with respect to the Maxim Shares shall be paid to Maxim, but all dividends payable in stock or other non-cash property (the “Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof.
Maxim shall retain all of its rights as a stockholder of the Company during the Escrow Period, including, without limitation, the right to vote the Maxim Shares.
Notwithstanding the foregoing, Maxim hereby agrees that it will vote the Maxim Shares, (a) in connection with the consideration of a Business Combination, in accordance with the majority of the shares of Common Stock voted by stockholders purchasing shares on the Offering, and (b) in connection with the consideration of a plan of dissolution and liquidation of the company, in favor of such plan.
Such resignation shall become effective at such time that the Escrow Agent shall turn over to a successor escrow agent appointed by the Company, the Maxim Shares held hereunder.
If no new escrow agent is so appointed within the sixty (60) day period following the giving of such notice of resignation, the Escrow Agent may deposit the Maxim Shares with any court it reasonably deems appropriate.
During the Escrow Period, Maxim shall not (a) sell, transfer or otherwise dispose of any or all of the Maxim Shares, to any entity, or (b) pledge or grant a security interest in the Maxim Shares or grant a security interest in its rights under this Agreement.
The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Maxim Shares in accordance with this Section 3.
On the closing date of the Offering, and on each subsequent closing, if any, of the sale of Units pursuant to the exercise of the Underwriters’ over-allotment option, the Company shall deliver to the Escrow Agent certificates representing the Maxim Shares to which Maxim is entitled, to be held and disbursed subject to, the terms and conditions of this Agreement.
Maxim hereby waives any and all right, title, interest or claim of any kind in or to any liquidating distributions by the Company in the event of the dissolution and liquidation of the Company upon the Company’s failure to timely complete a Business Combination with respect to the Maxim Shares.
Maxim acknowledges that the certificates representing the Maxim Shares will be legended to reflect the deposit of such Maxim Shares under this Agreement.