Deposits with Escrow Agent Sample Clauses

Deposits with Escrow Agent. Pursuant to the Escrow Agreement attached hereto as Exhibit E (the “Escrow Agreement”), Purchaser and the Stockholder Representative (on behalf of the Company Securityholders) shall on the Closing Date appoint Delaware Trust Company as the escrow agent (in such capacity, the “Escrow Agent”) to hold the Adjustment Escrow Amount and the Indemnification Escrow Amount in two segregated accounts. At the Closing, Purchaser shall deposit with the Escrow Agent (a) a portion of the Estimated Merger Consideration equal to $2,830,000 (the “Indemnification Escrow Amount”), by wire transfer of immediately available funds, such amount to be held in a segregated account (the “Indemnification Escrow Account”) and disbursed for the purpose of paying (i) any post-Closing adjustment to the Merger Consideration in favor of the Purchaser Indemnified Persons pursuant to the indemnification obligations of the Company Securityholders set forth in Article X, (ii) any post-Closing adjustment to the Merger Consideration due and owing to Purchaser pursuant to Section 3.10, and (iii) any Pre-Closing Tax Liability, to the extent that any such payment described in clause (ii) or (iii) is due and such payment exceeds the amount held in the Adjustment Escrow Account at such time, and (b) a portion of the Estimated Merger Consideration equal to $3,500,000 (the “Adjustment Escrow Amount”), by wire transfer of immediately available funds, such amount to be held in a segregated account (the “Adjustment Escrow Account”) and disbursed for the purpose of paying (i) any post-Closing adjustment to the Merger Consideration due and owing to Purchaser pursuant to Section 3.10, (ii) the costs and expenses described in Section 7.4(a)(ii), and (iii) any Pre-Closing Tax Liability.

Deposits with Escrow Agent. On or prior to the date of this Agreement, A. the Company shall deposit with the Escrow Agent a duly authorized and executed stock certificate in the name of DataSafe representing the Maximum Shares, and B. DataSafe shall deposit with the Escrow Agent the originals and all copies in DataSafe's possession, custody and control of Exhibits 1 through 28 (the "Exhibits") listed by DataSafe in the Initial Pretrial Report filed with the court. Until this Agreement is terminated in accordance with Section 4B. hereof, DataSafe shall be and is hereby deemed the owner of the Maximum Shares with all attendant voting rights and privileges ("Ownership Rights").

Deposits with Escrow Agent. Within five (5) Business Days after the Closing Date, Acquiror shall cause to be deposited with the Escrow Agent a certificate representing the Acquiror Escrow Common Shares (collectively, the “Escrow Stock”) registered in the name of Computershare Trust Company, N.A., as nominee of the Escrow Agent. The Escrow Stock shall constitute exclusive security for the indemnification obligations of such Company Stockholders pursuant to Article VI (except as to Fundamental Claims and IP/EB Claims as therein provided), and shall be held in and distributed in accordance with the provisions of this Agreement and the Escrow Agreement. Each Company Stockholder will have all rights with respect to the Escrow Stock attributable to such Company Stockholder (including, without limitation, the right to vote such shares and the right to be paid cash or stock dividends with respect such shares, provided, however, that any such stock dividends, if any, shall remain in and become part of the Escrow Fund), except (i) the right of possession thereof and (ii) the right to sell, assign, pledge, hypothecate or otherwise dispose of or encumber such shares or any interest therein.

Deposits with Escrow Agent. Escrow Agent will establish and maintain an escrow account (which, together with all instruments and securities delivered to Escrow Agent by and on behalf of Seller or GCI, are referred to collectively as the "Escrow Fund"). Upon the execution of this Agreement, GCI shall deliver on behalf of Seller to Escrow Agent Convertible Subordinated Notes in the aggregate principal amount of Eight Hundred Thousand Dollars ($800,000) ("Seller's Escrow Notes"). Upon execution hereof, GCI will cause delivery to Escrow Agent of Convertible Subordinated Notes in the aggregate principal amount of Eight Hundred Thousand Dollars ($800,000) ("GCI Escrow Notes"). Escrow Agent will hold and disburse the Escrow Fund in accordance with this Agreement.

Deposits with Escrow Agent. Immediately upon receipt thereof, the Partnership shall deposit with the Escrow Agent all Distributions (as defined in the Partnership's Amended Agreement of Limited Partnership dated as of January 1, 1993) which ICN would otherwise be entitled to receive from the Partnership, less the amount estimated by the Shareholders to be necessary to be paid in dividends to the Shareholders in order to meet the Shareholders' income tax liabilities with respect to earnings of ICN being attributed to the Shareholders as a result of ICN's election to be treated as a Subchapter S Corporation including without limitation interest on funds deposited with the Escrow Agent (the "Tax Amount") for the year during which the applicable deposit is being made, and ICN shall deposit with the Escrow Agent all amounts which it is entitled to receive from the sale of any portion of its interest in the Partnership.

Deposits with Escrow Agent. Escrow Agent will -------------------------- establish and maintain an escrow account (which, together with all funds, instruments and securities delivered to Escrow Agent by and on behalf of Sellers or GCI, and all earnings thereon, are referred to collectively as the "Escrow Fund"). Upon the execution of this Agreement, Sellers will cause delivery to Escrow Agent the aggregate amount of Five Hundred Thirty-Eight Thousand (538,000) shares of Class A common stock, no par value ("GCI Class A Stock"), of GCI ("Sellers' Escrow Shares"). Upon execution hereof, GCI will cause delivery to Escrow Agent Five Hundred Thirty-Eight Thousand (538,000) shares of GCI Class A Stock (the "GCI Escrow Shares"). The Transaction Parties agree that the value of a share of GCI Class A Stock for purposes of this Agreement is Six and 50/100 Dollars ($6.50) ("GCI Share Price").

Deposits with Escrow Agent