Escrow of Share Certificates Sample Clauses
The "Escrow of Share Certificates" clause requires that share certificates representing ownership in a company be held by a neutral third party, known as an escrow agent, rather than being delivered directly to the shareholder. Typically, this arrangement is used in transactions such as mergers, acquisitions, or financings, where the release of the shares is contingent upon the fulfillment of certain conditions, such as payment or completion of agreed milestones. By placing the share certificates in escrow, the clause ensures that both parties are protected: the seller is assured of payment or performance before relinquishing ownership, and the buyer is assured that the shares will be transferred once their obligations are met, thereby reducing risk and fostering trust in the transaction.
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Escrow of Share Certificates. Certificates for the Restricted Stock shall be issued in the Employee’s name and shall be held in escrow by the Company until all restrictions lapse or such shares are forfeited as provide herein. A certificate or certificates representing the Restricted Stock as to which restrictions have lapsed shall be delivered to the Employee upon such lapse.
Escrow of Share Certificates. Certificates for the Award Shares shall be issued in the Grantee's name and shall be held by the Company's transfer agent until all restrictions lapse or such shares are forfeited as provided herein. A certificate or certificates representing the Award Shares as to which restrictions have lapsed shall be delivered upon the Grantee's request upon such lapse.
Escrow of Share Certificates. Certificates for the Award Shares shall be issued in the Participant’s name and shall be held in escrow by the Company until all restrictions lapse or such Award Shares are forfeited or resold to the Company as provided herein. A certificate or certificates representing the Award Shares as to which restrictions have lapsed shall be delivered to the Participant (or the Participant’s executor or personal representative in the case of the Participant’s death) upon such lapse of restrictions.
Escrow of Share Certificates. For the purposes of securing the re-transfer of the Award Shares into the name of the Company in the event of forfeiture, certificates for the Award Shares will be issued in the Grantee’s name and will be held in escrow by, and subject to a security interest in favor of, the Company until restrictions with respect to the Award Shares lapse or the Award Shares are forfeited as provided in this Agreement; provided, however, that the terms of the escrow will make allowance for the transactions contemplated by Section 3(B). A certificate or certificates representing the Award Shares as to which restrictions have lapsed will be delivered to the Grantee after those restrictions have lapsed.
Escrow of Share Certificates. For the purposes of securing the re-transfer of the shares into the name of the Company in the event of forfeiture and to ensure adequate provision for any tax withholding obligations arising with respect to the Award, certificates for the Award Shares shall be issued in the Grantee's name and shall be held in escrow by, and subject to a security interest in favor of, the Company until restrictions with respect to such shares lapse and all withholding obligations have been satisfied or such shares are forfeited as provided herein; provided, however, that the terms of such escrow shall make allowance for the transactions contemplated by Section 3(B)(i) above. A certificate or certificates representing the Award Shares as to which restrictions have lapsed shall be delivered to the Grantee upon such lapse and the satisfaction of any withholding obligations.
Escrow of Share Certificates. Certificates for the Award Shares shall be issued in the Grantee’s name and shall be held in escrow by the Company until all restrictions lapse or such shares are forfeited as provided herein; provided, however, that the terms of such escrow shall make allowance for the transactions contemplated by Section 5 above. A certificate or certificates representing the Award Shares as to which restrictions have lapsed shall be delivered to the Grantee upon such lapse, provided that any withholding obligations of the Company are satisfied pursuant to Section 9 below.
Escrow of Share Certificates. As soon as reasonably practicable after the Award Date, the Company shall issue stock certificates in the Awardee’s name that correspond to the Restricted Shares (the “Certificates”), and shall hold such Certificates in escrow for the Awardee’s benefit, properly endorsed for transfer, until such time as the Restricted Shares are forfeited to the Company or all restrictions thereon lapse. The Company shall not be liable for any act it may do or fail to do with respect to the holding of the Certificates in escrow hereunder, provided it acts or fails to act in good faith and in the exercise of its sound judgment.
Escrow of Share Certificates. Certificates for the Restricted Shares shall be issued in the Grantee's name and shall be held in escrow by the Company until all restrictions lapse or such Shares are forfeited as provided herein. A certificate or certificates representing the Restricted Shares as to which restrictions have lapsed shall be delivered from escrow by the Company to the grantee upon such lapse.
Escrow of Share Certificates. Immediately following Closing, or as soon thereafter as reasonably possible, the respective parties shall deposit in escrow with an agent to be mutually appointed as escrow agent for the purposes of this Agreement (the "Escrow Agent"), the share certificates representing the shares to be exchanged hereunder. The Escrow Agent shall be provided instructions to hold said certificates pursuant to this Agreement.
Escrow of Share Certificates. No later than seven (7) calendar days prior to the Closing Date (or such other date prior to the Closing Date as mutually agreeable to Asaph and TAIYO):
(a) TAIYO shall deliver to the Delivery and Paying Agent, to be held in escrow, the share certificate(s) representing the number of Treasury Shares for the TAIYO Share Disposal (“TAIYO-Held Share Certificates”);
(b) the Specified Family Shareholders shall deliver to the Delivery and Paying Agent, to be held in escrow, the share certificate(s) representing the number of Shares transferred under the Specified Family Shareholder Share Transfer pursuant to duly executed Form SPAs (“Specified Family Shareholder-Held Share Certificates”);
(c) the Non-Specified Family Shareholders shall deliver to the Delivery and Paying Agent, to be held in escrow, the share certificate(s) representing the number of Shares transferred under the Non-Specified Family Shareholder Share Transfer pursuant to duly executed Form SPAs (“Non-Specified Family Shareholder-Held Share Certificates”);
(d) the Family Shareholders shall use their best efforts to cause the Signing Date Family Shareholders to deliver to the Delivery and Paying Agent, to be held in escrow, the share certificate(s) representing the number of Shares transferred under the Signing Date Family Shareholders Share Transfer pursuant to duly executed Form SPAs (“Signing Date Family Shareholders-Held Share Certificates”);
(e) the Family Shareholders shall use their best efforts to cause the Remaining Family Shareholders to deliver to the Delivery and Paying Agent, to be held in escrow, the share certificate(s) representing the number of Shares under the Remaining Family Shareholders Share Transfer pursuant to duly executed Form SPAs (“Remaining Family Shareholders-Held Share Certificates”); and
(f) TAIYO shall use its commercially reasonable efforts to cause the Other Selling Shareholders that are listed under Exhibit H to deliver to the Delivery and Paying Agent, to be held in escrow, the share certificate(s) representing the number of Shares transferred under the Other Selling Shareholder Share Transfer pursuant to duly executed Form SPAs (“Other Selling Shareholder-Held Share Certificates”).
