Escrow Arrangement. The Company and the Purchaser shall enter into an escrow arrangement with Xxxxxxx Xxxxxx & Green, P.C. (the "Escrow Agent") in the Form of EXHIBIT B hereto respecting payment against delivery of the Shares.
Escrow Arrangement. If within thirty (30) days after the effective date of a Change of Control, Executive's employment has not been terminated, the Company shall, at the request of Executive, deposit with an escrow agent, pursuant to an escrow agreement between the Company and such escrow agent, a sum of money, or other property permitted by such escrow agreement, which is substantially sufficient in the opinion of the Company's management to fund the amounts due to Executive set forth in Section 3 of this Agreement. The escrow agreement shall provide that such agreement may not be terminated until the earlier of (i) Executive's employment has terminated and all amounts due to Executive as set forth in this Agreement have been paid to Executive or (ii) two (2) years after the effective date of the Change of Control.
Escrow Arrangement. The Company and the Purchaser shall enter into an escrow arrangement with Epstxxx Xxxkxx & Xreen, P.C. (the "Escrow Agent") in the form of Exhibit B hereto respecting payment against delivery of the Shares.
Escrow Arrangement. On or before the date of the Third Supplemental Indenture, the Company shall (i) enter into an escrow agreement (“Hedging Monies Escrow Agreement”) with the Trustee and DB International Trustee (Singapore) Limited, as escrow agent (the “Hedging Monies Escrow Agent”), pursuant to which the Hedging Monies Escrow Agent shall establish a United States dollar-denominated escrow account in the name of the Company as a sub-account to the existing Debt Service Reserve Account (the “Hedging Monies Escrow Account”) and the Company shall, on or prior to the date hereof, deposit therein US$2,562,500 by transfer of such funds from the existing Debt Service Reserve Account to the Hedging Monies Escrow Account and (ii) perform all of the obligations in the Account Charge to perfect a first priority security interest created thereunder over the funds in the Hedging Monies Escrow Account in favor of the Collateral Agent acting on behalf of the Holders. The Trustee shall thereafter within a reasonable time period serve a written notice of the deposit of such amount to the Holders. On the last day of each Fiscal Quarter (beginning with the Fiscal Quarter ended June 30, 2009), the Hedging Monies Escrow Agent shall notify the Trustee of the then outstanding balance in the Hedging Monies Escrow Account. If, on the last day of any Fiscal Quarter after the execution of the Hedging Monies Escrow Agreement (beginning with the Fiscal Quarter ended June 30, 2009), the balance in the Hedging Monies Escrow Account is less than 125% of the Prevailing Hedge Price (determined with respect to the Quotes received by the Trustee during the most recent Applicable Quote Period), the Trustee shall notify the Company, the Holders of the Notes and the Hedging Monies Escrow Agent in writing of such shortfall and the amount thereof. Whether or not the Company receives any notice from the Trustee of such shortfall, upon the occurrence of such shortfall and within ten (10) Business Days after the beginning of such next succeeding Fiscal Quarter, the Company shall deposit, or cause to be deposited on the Company’s behalf, an amount equal to such shortfall into the Hedging Monies Escrow Account. If, on the last day of any Fiscal Quarter after the execution of the Hedging Monies Escrow Agreement, the balance in the Hedging Monies Escrow Account is more than 125% of the Prevailing Hedge Price (determined with respect to the Quotes received by the Trustee during the most recent Applicable Quote Period), t...
Escrow Arrangement. The Company and the Purchaser shall enter into an escrow arrangement with Epstein Becker & Green, P.C. (the "Escrow Agent") in xxx Xxrm xx Exhibit B hereto respecting payment against delivery of the Shares.
Escrow Arrangement. To secure payment of the benefits provided for in this Section 8 the Company agrees to establish an irrevocable escrow account (the “Escrow Account”) at a national bank acceptable to Xxxxxxxxxx (the “Bank”) promptly upon the earliest to occur of (i) Xxxxxxxxxx’x receipt in writing of notice of termination of his employment hereunder, (ii) public notice of Change in Control or Shift in Ownership, (iii) an agreement in principle to effect a Change in Control or Shift in Ownership by merger, purchase or sale of assets or other business combination by any person or (iv) the date of consummation of a Change in Control or Shift in Ownership (“Change in Control Date” or “Shift in Ownership Date”). The amount of security required on deposit in the Escrow Account shall be the maximum cash amount that the Company would be required to pay to Xxxxxxxxxx under Section 8. If the Company were to terminate Xxxxxxxxxx’x employment on the Change in Control Date or Shift in Ownership Date, such amount shall be maintained on deposit in the Escrow Account until receipt by the Bank of written acknowledgement by Xxxxxxxxxx that he has received all amounts payable to him by the Company under Section 8. Amounts deposited in the Escrow Account shall be paid out by the Bank only to Xxxxxxxxxx or his designated beneficiary, in such amount as Xxxxxxxxxx shall certify to the Bank as the amount he is owed by the Company and which the Company has not paid under Section 8 of this Agreement, or to the Company, to the extent that any amount remain on deposit in the Escrow Account after the Company shall have made all payments hereunder that it shall be obligated to make. If any amount payable to Xxxxxxxxxx pursuant to Section 8 is not paid by the Company or the Bank when due, interest on such payments shall accrue at the rate of one percent (1%) per month, or the highest rate allowed by law, whichever is lower, until all overdue payments are paid in full.
Escrow Arrangement. Each Purchaser shall be deemed to have irrevocably instructed the Escrow Agent to deliver such Purchaser’s Escrowed Funds to such bank account(s) of the Company as the Company shall have specified to the Escrow Agent on the Effective Date, subject only to the Escrow Agent having received a certificate, dated the Effective Date, executed by the Company certifying that the Registration Statement shall have been declared effective by the Commission. Following delivery to the Escrow Agent of the certificate referred to in this Section 2.3, (i) the Escrow Agent shall promptly cause the Escrowed Funds to be sent by wire transfer to the bank account(s) specified by the Company in writing, and (ii) the Company shall cause to be delivered to The Bank of New York a single certificate for Ordinary Shares, registered in the name of The Bank of New York or its designee, on the Effective Date, and shall thereafter cause The Bank of New York to immediately issue ADRs registered in the name of such Purchaser or its designee, representing the number of Shares acquired by such Purchaser, in accordance with Section 4.10 hereof. If the Company has not delivered to the Escrow Agent a certificate certifying that the Registration Statement shall have been declared effective by the Commission, on or before March 15, 2007, then the Company shall deliver to the Escrow Agent a notice terminating the Offering upon the receipt of which the Escrow Agent shall distribute the Escrowed Funds to each Purchaser.
Escrow Arrangement. The Company and the Purchaser shall ------------------ enter into an escrow arrangement with Xxxxxxx Xxxxxx & Green, P.C. (the "Escrow Agent") in the form of Exhibit B hereto respecting payment against delivery of --------- the Shares.
Escrow Arrangement. 7.1 As security for the faithful performance by the Stockholder of the terms of this Agreement and to ensure the availability for delivery of the Shares upon exercise of the Company’s right to repurchase as set forth in Section 3, the Stockholder agrees to deliver to and deposit with the Company, as escrow agent (herein called in this capacity the “Escrow Agent”), concurrently with the execution hereof, a stock assignment duly endorsed to the Company (with date and number of Shares blank), together with the certificate or certificates evidencing the Shares. Said documents are to be held by the Escrow Agent and delivered by the Escrow Agent pursuant to the terms hereinafter provided:
Escrow Arrangement. The consummation of the transaction contemplated in this Agreement (the “Closing”) shall take place through an escrow established with the Title Company on a mutually agreeable date, said date to be no later than November 15, 2010 (the “Closing Date”).
