Claims and Payment; Release from Escrow. The Escrow Agent shall disburse the Escrow Property (or portions thereof) from time to time to Buyer or Seller as set forth in, and in accordance with, the joint written instructions of the Interested Parties, each (a) signed by an authorized representative of Buyer listed on Schedule B and an authorized representative of Seller listed on Schedule C, (b) with respect to Buyer, confirmed by telephone callback as set forth on Schedule B, and with respect to Seller, confirmed by telephone callback as set forth on Schedule C, and (c) substantially in the form attached hereto as Schedule D (“Joint Instructions”). Joint Instructions provided to the Escrow Agent do not need to be included on a single document, and may be provided by Seller and Buyer in separate counterparts. Upon receipt of Joint Instructions with respect to the Escrow Property (or portions thereof), the Escrow Agent shall promptly, but in any event within one (1) Business Day after receipt of any Joint Instructions, disburse the Escrow Property (or portions thereof) to the party or parties set forth in, and in accordance with, such Joint Instructions. Either Seller or Buyer may deliver to the Escrow Agent, with a copy to the non-delivering Interested Party, a certified copy of a final non-appealable judgment or order of a court of competent jurisdiction or a final non-appealable arbitration decision (each, a “Judgment”) awarding all or any part of the Escrow Property to Seller or Buyer, as applicable. Within ten (10) Business Days after receipt of such Judgment, the Escrow Agent shall disburse the Escrow Property (or the applicable portion thereof) as directed by such Judgment. For purposes of this Agreement, “Business Day” shall mean any day that the Escrow Agen is open for business.
Claims and Payment; Release from Escrow. (a) As soon as the Escrow Agent receives joint written instructions substantially in the form of Schedule 1 as to the disbursement of the Fund (the “Joint Written Instructions”) signed by both an officer of the Company and an officer of the Placement Agent, the Escrow Agent shall transfer the Fund to the Company, the Placement Agent and any third party indicated in such notice, in the amounts specified by the Company and the Placement Agent in such Joint Written Instructions. Except as otherwise provided in this Agreement, the Escrow Agent shall rely conclusively on any Joint Written Instructions and shall have no responsibility to determine whether the information set forth therein, including the amount of the payment of the Fund, is accurate or correct.
Claims and Payment; Release from Escrow. The Interested Parties shall act in accordance with, and the Escrow Agent shall hold and release the Escrow Property as provided in this Section 2 as follows:
Claims and Payment; Release from Escrow. The Company shall act in accordance with, and the Escrow Agent shall hold and release the Escrowed Property as provided in, this Section 2 as follows:
Claims and Payment; Release from Escrow. (a) If, at any time on or prior to the Escrow Release Notification Deadline, the Escrow Agent receives the Release Notice from the Escrow Issuer (a copy of which shall be provided by the Escrow Issuer to the Initial Purchasers, Xxxxxx & Xxxxxxx LLP, the Initial Purchasers’ counsel, and the Trustee), the Escrow Agent will, as promptly as practicable on the same Business Day, release all Escrow Property (the “Release”) then held by it as directed and in the manner set forth in the Release Notice; provided that the Release Notice shall be received by the Escrow Agent by 11:00 a.m. local time in the City of New York on such Business Day. In the event that a Release Notice is received after 11:00 a.m. New York City time, the Escrow Agent shall use commercially reasonable efforts to disburse the Escrow Property on such date, but shall not be required to disburse the Escrow Property until the next succeeding Business Day. The Escrow Agent shall be fully protected in acting in reliance upon such Release Notice, and shall have no duty or obligation to determine whether such Release Notice complies with the terms of the Indenture.
Claims and Payment; Release from Escrow. 3.1 The Escrow Agent shall release from escrow and deliver the Escrow Property (or any portion thereof) as follows:
Claims and Payment; Release from Escrow. (a) At any time prior to 5:00 p.m. (Pacific Time) on the Business Day preceding the first anniversary of the date of this Agreement (such anniversary date being the “Release Date”), the Purchaser may deliver to the Escrow Agent and the Sellers written notice, in the form attached hereto as Exhibit A, of a claim for the distribution of some or all of the Escrow Funds (a “Claim”) in satisfaction of any claims of offset Purchaser may have under Section 8(h) of the Purchase Agreement, which states:
Claims and Payment; Release from Escrow. The Escrow Property shall be distributed by the Escrow Agent solely in accordance with the following:
Claims and Payment; Release from Escrow. (a) As soon as the Escrow Agent receives joint written instructions substantially in the form of Schedule 1 as to the disbursement of the Fund (the “Joint Written Instructions”) signed by both an officer of the Company and an officer of the Placement Agent, the Escrow Agent shall transfer the Fund to the Company, the Placement Agent and any third party indicated in such notice, in the amounts specified by the Company and the Placement Agent in such Joint Written Instructions. Except as otherwise provided in this Agreement, the Escrow Agent shall rely conclusively on any Joint Written Instructions and shall have no responsibility to determine whether the information set forth therein, including the amount of the payment of the Fund, is accurate or correct. The Escrow Agent agrees that none of the Fund will be paid to the Company until at subscriptions and orders for at least 3,570,000 shares are received and accepted by the Company.
Claims and Payment; Release from Escrow. (a) If a Registration Statement covering the resale of the Underlying Shares has not been declared effective by the Commission by the Effectiveness Date (as defined in the Registration Rights Agreement), then the Purchasers and the Company shall countersign and deliver to the Escrow Agent a copy of a written notice sent either by a Purchaser or by the Company to the other requiring the redemption of all (but not less than all) of the Preferred Stock then held by the Purchasers (if such a notice has been sent). Such notice shall direct the Escrow Agent to deliver (i) the Escrow Funds to the Purchasers pro rata in accordance with their ownership of Preferred Stock, and (ii) the Shares and the Warrants to the Company. Upon the receipt of such notice, the Escrow Agent shall deliver the Escrow Funds, the Shares and the Warrants as aforesaid by the close of business on the 2nd Trading Day following the date on which such copy of the notice is delivered.
