Escrow of Certain Shares Sample Clauses

Escrow of Certain Shares. At the Closing, Purchaser shall deliver (or ------------------------ cause to be delivered) to the escrow agent set forth in the Escrow Agreement in the form of Exhibit 3.2 hereto (the "Escrow Agreement"), one certificate for ----------- Purchaser Common Stock equal to ten percent (10%) of the Purchaser Common Stock to be issued in connection with the Merger pursuant to Section 3.1(a) (collectively, the "Escrow Shares") for the escrow established pursuant to the Escrow Agreement. Until such Escrow Shares are disbursed under the terms of the Escrow Agreement, the Shareholders shall be entitled to vote such Escrow Shares according to their pro rata interest, as provided in the Escrow Agreement. Dividends, distributions and other proceeds, if any, paid with respect to the Escrow Shares during the escrow period shall be held in escrow and disbursed under the Escrow Agreement in the same manner as the Escrow Shares. Certificates for the remaining shares of Purchaser Common Stock to be delivered in connection with the Merger shall be delivered to the Shareholders in accordance with Section 3.5 below.
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Escrow of Certain Shares. 3 Section 3.3
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Escrow of Certain Shares. Emissary and Duff have agreed that the 1,204,750 Exchange Shares allocated to Duff shall be held in escrow by CHI following the Exchange pursuant to the satisfaction by Duff of the conditions precedent set forth in that certain Contribution Agreement between Emissary and Duff of dated April 1, 2009 (the “Duff Agreement”). As set forth in the Duff Agreement, if Duff does not satisfy such condition, Duff’s membership interest in Emissary shall not vest and accordingly said Exchange Shares shall be cancelled and returned to unissued status.
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Escrow of Certain Shares. At the Effective Time, Parent ------------------------ shall deliver (or cause to be delivered) to the escrow agent set forth in the Escrow Agreement in the form of Exhibit 2.1 hereto ("Escrow Agreement"), one ----------- certificate for Parent Common Stock equal to ten percent (10%) of the Parent Common Stock to be issued to Seller Stockholders in connection with the Merger pursuant to Section 2.1(a) (the "Escrow Shares") for the escrow established pursuant to the Escrow Agreement. Certificates for the remaining shares of Parent Common Stock to be delivered in connection with the Merger shall be delivered to Seller Stockholders in accordance with Section 2.5 below.
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Related to Escrow of Certain Shares

  • Cancellation of Certain Shares Each share of Company Common Stock held by Parent, Merger Sub, any wholly-owned subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly-owned subsidiary of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

  • Exclusion of Certain Warrants The Company agrees that the redemption rights provided in Section 6.1 shall not apply to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) if at the time of the redemption such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants continue to be held by the Sponsor or any Permitted Transferees, as applicable. However, once such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if the Post-IPO Warrants permit such redemption by their terms) pursuant to Section 6.1 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants to exercise the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants prior to redemption pursuant to Section 6.1. The Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants and shall become Public Warrants under this Agreement.

  • Termination of Certain Rights Any termination of this Lease pursuant to this Article 13 shall cause any right of the Lessee to extend the Term of this Lease, granted to the Lessee herein and any right of the Lessee to purchase the Leased Property contained in this Lease to be terminated and to be without further force or effect.

  • Treatment of Certain Refunds If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

  • Notice of Certain Transactions In the event that the Company shall (a) offer to holders of all its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling all the holders of Common Stock to subscribe for shares of Common Stock, or (c) make a tender offer, redemption offer or exchange offer with respect to the Common Stock, the Company shall send to the Registered Holders a notice of such action or offer. Such notice shall be mailed to the Registered Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Warrant Price after giving effect to any adjustment pursuant to this Section 4 which would be required as a result of such action. Such notice shall be given as promptly as practicable after the Company has taken any such action.