Direction Letter Sample Clauses

Direction Letter. The Administrative Agent shall have received a direction letter from the Borrower directing it to pay the Third MPA Advance to the account specified therein.
Sample 1Sample 2
AutoNDA by SimpleDocs
Direction Letter. Each Pledgor agrees not to revoke, in whole or in part, any direction letter delivered to Ladenburg, Xxxxxxx & Co., Inc. in connection with the Existing Pledge Agreement, which directs Ladenburg, Xxxxxxx & Co., Inc. upon the settlement of open market purchases of shares of Conseco, Inc.'s common stock or PRIDES, purchased with proceeds of the Loans, to be registered and delivered to the Administrative Agent.
Sample 1
Direction Letter. A letter of direction to Escrow Holder directing Escrow Holder to disburse the Deposit to Sellers;
Sample 1
Direction Letter. Should an event occur that requires the release of Escrowed Shares from the Escrow Fund pursuant to Sections 4.2 and 4.3 below, the Global Representative and the Company Representative shall send to the Escrow Agent a direction letter, in the form set forth in Exhibits C and D, as applicable; provided, however, that a notice to return all of the Escrowed Shares to the Company for cancellation need only be signed by the Global Representative. The Escrow Agent shall release the Escrowed Shares as so instructed pursuant to such direction letter or notice, without further notice or consent by the other parties hereto. Notwithstanding any provisions of Sections 4.2 and 4.3 below, the Escrow Agent is only obligated to release the Escrowed Shares in accordance with a direction letter issued pursuant to this Section 4.1 or pursuant to an award in arbitration as set forth in Section 6.2 below.
Sample 1
Direction Letter an irrevocable direction letter from KBS Acquisition Sub-Owner 2, LLC and Guarantor, naming Lender as third party beneficiary, directing the BBD1 Owners and First States Investors 5000A, LLC, to transfer one hundred percent (100%) of all distributions, following the sale or refinancing of the BBD1 Property and satisfaction of the applicable Senior Loan, to Lenders to pay down the Debt until such time as the Debt is repaid in full.
Sample 1
Direction Letter. A direction letter from the Company directing Parent to pay the Payoff Indebtedness and Transaction Fees at Closing.
Sample 1

Related to Direction Letter

  • Termination Letter Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INC. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:

  • Opinion Letter It shall be the Company's responsibility to take all necessary actions and to bear all such costs to issue the Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer agent, if so required. The person or entity in whose name the certificate of Common Stock is to be registered shall be treated as a shareholder of record on and after the conversion date. Upon surrender of any Debentures that are to be converted in part, the Company shall issue to the Holder a new Debenture equal to the unconverted amount, if so requested in writing by Holder.

  • Instruction; Etc The Underwriters, for and on behalf of each of the Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees, (a) to enter into the Deposit Agreement, (b) to appoint the Paying Agent as provided in this Agreement, (c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a "WITHDRAWAL CERTIFICATE") executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the "APPLICABLE NOTICE OF PURCHASE WITHDRAWAL" and the withdrawal to which it relates, a "PURCHASE WITHDRAWAL"), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; PROVIDED that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal, and (d) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the "TERMINATION DATE", which shall mean the earlier of (i) September 30, 2000 (provided that, if a labor strike occurs at The Boeing Company prior to such date (a "LABOR STRIKE"), such date shall be extended by adding thereto the number of days that such strike continued in effect (the "ADDITIONAL DAYS") and (ii) the day on which the Escrow Agent receives notice from the Pass Through Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes under the Note Purchase Agreement has terminated, to give notice to the Depositary (with a copy to the Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on such Deposits to the date of withdrawal, on the 25th day after the date that such notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next succeeding Business Day) (a "FINAL WITHDRAWAL"), PROVIDED that if the day scheduled for the Final Withdrawal in accordance with the foregoing is within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall request that such requested Final Withdrawal be made on such Regular Distribution Date (the date of such requested withdrawal, the "FINAL WITHDRAWAL DATE"). If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the Depositary on or before October 9, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days), and there are unwithdrawn Deposits on such date, the Final Withdrawal Date shall be deemed to be October 31, 2000 (PROVIDED that if a Labor Strike occurs, such date shall be extended by the Additional Days).

  • Account Designation Letter The Administrative Agent shall have received the executed Account Designation Letter in the form of Schedule 1.1(a) hereto.

  • Proper Instructions and Special Instructions “Proper Instructions,” which may also be standing instructions, as such term is used throughout this Agreement shall mean instructions received by the Custodian from a Fund, a Fund’s duly authorized investment manager or investment adviser, or a person or entity duly authorized by either of them. Such instructions may be in writing signed by the authorized person or persons or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any security procedures agreed to from time to time by the applicable Fund and the Custodian including, but not limited to, the security procedures selected by the Fund via the form of Funds Transfer Addendum hereto, the terms of which are hereby agreed to. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to provide such instructions with respect to the transaction involved; the Fund shall cause all oral instructions to be confirmed in writing. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any multi-party agreement which requires a segregated asset account in accordance with Section 2.9 hereof.

  • Union Notification The Union shall be notified of all appointments, hirings, layoffs, transfers, recalls and terminations of employment.

  • Exclusion Letter If, at the conclusion of the 30-day period, Progenity fails to satisfy the requirements of Section X.D.3, OIG may exclude Progenity from participation in the Federal health care programs. OIG shall notify Progenity in writing of its determination to exclude Progenity. (This letter shall be referred to as the “Exclusion Letter.”) Subject to the Dispute Resolution provisions in Section X.E, below, the exclusion shall go into effect 30 days after the date of Progenity’s receipt of the Exclusion Letter. The exclusion shall have national effect. Reinstatement to program participation is not automatic. At the end of the period of exclusion, Progenity may apply for reinstatement by submitting a written request for reinstatement in accordance with the provisions at 42 C.F.R. §§ 1001.3001-.3004.

  • Wire Transfer Instructions I will wire funds from my outside account according to the “Subscription Instructions” Page. ____ I will wire funds from my Aegis Capital Account. ____The funds for this investment are rolled over, tax deferred from __________ within the allowed 60 day window. Investor Signature Date Investor Signature Date

  • Special Instructions As used herein, the term "Special Instructions" shall mean Proper Instructions countersigned or confirmed in writing by the Treasurer or any Deputy or Assistant Treasurer of the applicable Fund or any other person designated by the Treasurer of such Fund in writing, which countersignature or confirmation shall be (i) included on the same instrument containing the Proper Instructions or on a separate instrument relating thereto, and (ii) delivered by hand, by facsimile transmission, or in such other manner as the applicable Fund and the Custodian agree in writing.

  • Form instructions 1. This form does not mandate the use of a specific font size or style but the font must be legible.

Time is Money Join Law Insider Premium to draft better contracts faster.