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
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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
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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
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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 9.1 Notice to Escrow Agent 19 9.2 Notice to Issuer 19 9.3 Deliveries to Securityholders 19 9.4 Change of Address 19 9.5 Postal Interruption 19 PART 10 GENERAL 20 10.1 Interpretation - "holding securities" 20 10.2 Further Assurances 20 10.3 Time 20 10.5 Governing Laws 20 10.6 Consent of Exchange to Amendment 20 10.7 Counterparts 20 10.8 Singular and Plural 20 10.9 Language 20 10.10 Benefit and Binding Effect 20 10.11 Entire Agreement 21 10.12 Successor to Escrow Agent 21 10.13 Independent Legal Advice 21 AMONG: TOWER ONE WIRELESS CORP. (formerly, Pacific Therapeutics Ltd.), a company duly incorporated under the laws of British Columbia, having its registered and records office at Suite ▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇ ▇▇. V6Z 2E6 Burrard Street, Vancouver, B.C. V6C 3B9 AND: EACH OF THE UNDERSIGNED SECURITYHOLDERS OF THE ISSUER IN SCHEDULES “A” and “B” ATTACHED HERETO
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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...
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Dealing With Escrow Securities. 9 PART 5 PERMITTED TRANSFERS WITHIN ESCROW 10 PART 6 BUSINESS COMBINATIONS 14
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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.
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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
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Dealing With Escrow Securities 
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Related to Dealing With Escrow Securities

  • Additional escrow securities If you acquire additional escrow securities, those securities will be added to the securities already in escrow, to increase the number of remaining escrow securities. After that, all of the escrow securities will be released in accordance with the applicable release schedule in the tables above.

  • Dividends on Escrow Securities You may receive a dividend or other distribution on your escrow securities, and elect the manner of payment from the standard options offered by the Issuer. If the Escrow Agent receives a dividend or other distribution on your escrow securities, other than additional escrow securities, the Escrow Agent will pay the dividend or other distribution to you on receipt.

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

  • Disbursement of the Escrow Shares 3.1 The Escrow Agent shall hold the Escrow Shares during the period (the “Escrow Period”) commencing on the date hereof and (i) for 50% of the Escrow Shares, ending on the earlier of (x) six months after the date of the consummation of the Company’s initial business combination (as described in the Registration Statement, hereinafter a “Business Combination”) and (y) the date on which the closing price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial Business Combination and (ii) for the remaining 50% of the Escrow Shares, ending six months after the date of the consummation of an initial Business Combination. The Company shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent. Upon completion of the Escrow Period, the Escrow Agent shall disburse such amount of each Initial Shareholder’s Escrow Shares (and any applicable share power) to such Initial Shareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; provided further, however, that if, within six months after the Company consummates an initial Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated or such conditions have been achieved, as applicable, release the Escrow Shares to the Initial Shareholders. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1. 3.2 Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 750,000 Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Shareholders agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow Shares held by the Initial Shareholders listed on Exhibit B determined by multiplying (a) the product of (i) 187,500 multiplied by (ii) a fraction, (x) the numerator of which is the number of Escrow Shares held by each such holder, and (y) the denominator of which is the total number of Escrow Shares, by (b) a fraction, (i) the numerator of which is 750,000 minus the number of shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 750,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the Underwriters’ over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof.