Pledge and Consideration to Pledgor Sample Clauses
Pledge and Consideration to Pledgor
Equity Consideration (a) The Equity Consideration (collectively, the “Buyer Parent Securities”) are or shall be restricted securities and have not been registered for resale under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be sold, transferred, hypothecated, or assigned by any of the Seller in the absence of a registration statement covering such Buyer Parent Securities that has been declared effective by the Securities and Exchange Commission (“SEC”) or the availability of an applicable exemption therefrom. For clarity, other than the Lock-up Agreement, there are no separate restrictions other than the stock having been issued in a private transaction, thereby making the shares restricted for Rule 144 purposes. If the Buyer Parent lists its shares on any public exchange, at Seller’s election, Buyer shall: (i) if registration occurs after the First Closing, ensure Seller’s Equity Consideration is registered, or (ii) if registration occurs before the First Closing, pay the Equity Consideration in registered shares. (b) The Seller is a knowledgeable, sophisticated, and experienced investor and has sufficient knowledge and experience in evaluating and making, and is qualified to evaluate and make, decisions with respect to private investments in and dispositions of securities, including investments in and dispositions of securities issued by Buyer Parent and Persons engaged in similar activities, and is capable of evaluating the risks and merits associated with the Buyer Parent Securities. (c) The Seller is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act. (d) The Seller has had the opportunity to seek independent legal, investment, and tax advice in connection with such Seller’s decision to acquire its share of the Buyer Parent Securities. (e) The Seller is acquiring the Buyer Parent Securities for investment purposes only and not with a view toward the immediate resale or distribution thereof. The Seller acknowledges that, as a result of the substantial restrictions on the transferability of its share of Buyer Parent Securities, such Seller will be required to bear the financial risks of an investment in such capital stock for an indefinite period of time. (f) The Seller has reviewed the reports filed with the SEC by B▇▇▇▇ ▇▇▇▇▇▇ and has received and reviewed a draft of Buyer Parent’s Form 1-K for fiscal year 2019, to be filed with the SEC pending completion of the Company’s audit procedures. The Seller understands the risks of its investment in Buyer Parent. The Seller acknowledges and agrees that it has had sufficient time and opportunity to ask questions and receive answers from Buyer Parent concerning the terms of the issuance of Buyer Parent Securities pursuant to this Agreement and to obtain any additional information required by or pursuant to the Securities Act.
Payment of Consideration (a) Subject to and in accordance with the provisions of Section 2.9, Buyers shall, following receipt of the Final Order and the satisfaction or waiver of the other conditions precedent set forth in Article 8, pay and/or deliver or cause to be delivered the Aggregate Consideration to (or on behalf of) Sellers, as set forth herein. Buyers shall ensure that, on the Effective Date, (i) Adenyo has been provided with (A) the Adenyo Cash Consideration and (B) the Share Consideration to be paid pursuant to the Arrangement (if any), (ii) the Escrow Agent, on behalf of Sellers in accordance with the allocation determined pursuant to Section 2.22, shall have received by wire transfer of immediately available funds, the Escrow Amount, with such amount to be held in a segregated interest-bearing account (the “Escrow Account”), for the purposes of securing Sellers’ obligations to pay any post-closing adjustment amount pursuant to Section 2.19(c) pursuant to the terms set forth in this Agreement and in the Escrow Agreement, and (iii) Adenyo US has been paid the Adenyo US Cash Consideration. Buyers and Sellers hereby agree and acknowledge that payment of (x) the Additional Initial Consideration, if any, shall be deferred and made in accordance with the provisions of Sections 2.18 and 2.19 and (y) the Earn-out Amount shall be deferred and made in accordance with the provisions of Sections 2.13 and 2.14. (b) No fraction of a share of Common Stock shall be issued in connection with this Agreement, and any fractional share thereof shall be rounded to the nearest whole number. The Share Consideration shall be subject to certain restrictions set forth in the Lock-up Agreement dated as of the Effective Date by and between Parent and Adenyo, a form of which is attached hereto as Exhibit D (the “Lock-up Agreement”). Parent shall issue at the Effective Date separate certificates evidencing the shares subject to restriction under the Lock-up Agreement, which shall contain an applicable legend, and Parent’s transfer agent shall be provided with stop transfer instructions prohibiting the transfer of such shares until the respective dates upon which such shares are no longer subject to restriction under the Lock-up Agreement. Adenyo consents to such restrictions. Amalco shall not sell the Share Consideration in the public market; rather, as contemplated by the Plan of Arrangement, Amalco shall, in accordance with Applicable Law, distribute the Share Consideration to the Shareholders as soon as reasonably practicable and subject to Applicable Law. Parent shall assist Amalco in transferring, through Parent’s transfer agent, the Share Consideration (or any portion thereof) to the Shareholders within two Business Days following the receipt of written instructions from Amalco (subject, as applicable, to the Lock-up Agreement) specifying the names of the Persons to whom such shares are to be transferred and the number of shares of the Share Consideration to be transferred to each such Person (and, if such instructions are delivered two Business Days prior to the Effective Date, Parent will, to the extent practicable, use reasonable efforts to, through Parent’s transfer agent, assist Amalco in making such transfer effective on the Effective Date). Neither Parent nor any of its Affiliates shall be liable in any way with respect to the directions contained in any such written instructions. (c) The Escrow Amount shall be held in a segregated escrow account to be maintained separately as trust funds and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party to this Agreement, and shall be held and disbursed solely for the purposes and in accordance with the terms of this Agreement, the Plan of Arrangement and the Escrow Agreement. The amounts held by the Escrow Agent in connection with this Agreement shall be delivered to it and held by it in Canadian accounts and, subject to the written approval and direction of Adenyo and Canadian Buyer, denominated in United States dollars and/or Canadian dollars (and, as applicable, with such funds to be converted from United States dollars to Canadian dollars at such conversion rates as Adenyo and Canadian Buyer may mutually approve in writing at any time after the date hereof).
Pledged Stock; Stock Powers; Pledged Notes The Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.
MEMO OF CONSIDERATION RECEIVED on the day month and year first above written of and from the within named Purchasers the within mentioned sum of Rs. /- (Rupees only)paid as and by way of full consideration in terms of these presents. 1 By cheque no. dated 2 By cheque no. dated 3 By cheque no. dated 4 By cheque no. dated 5 By cheque no. dated 6 TDS ( ) 7 By cheque no. dated TOTAL (RUPEES ONLY) 1. (OWNERS)
Special Considerations The Provider position may be abolished at any time by the Collin County Commissioners Court.