Disposition of Escrow Shares. The Escrow Agent will hold the Escrow Shares in its possession until authorized, upon receipt of a certificate signed by each of the Company and the Lead Purchaser, to deliver the Escrow Shares as follows:
Disposition of Escrow Shares. (a) If, at any time on or prior to the earlier of (i) eighteen (18) months following the date hereof and (ii) the date of the final release of the last of the Escrow Shares pursuant to the terms and subject to the conditions hereof (the "Escrow Termination Date"), the Buyer believes that any Indemnified Party is entitled to indemnification from the Stockholders pursuant to Article 15 of the Merger Agreement, the Buyer shall deliver to the Escrow Agent and the Stockholder Representative, prior to the Escrow Termination Date, a written notice (a "Claim Notice") describing in reasonable detail the facts constituting the basis for such indemnification claim (a "Claim") and the number, or an estimate thereof, of Escrow Shares sought therefore (a "Claimed Amount"). Notwithstanding the then current market price of the shares of Buyer Common Stock, for purposes of this Agreement, each Escrow Share shall be deemed to have a value of $0.62. From the date that a Claim Notice is received by the Escrow Agent (notice of such date shall be given by the Escrow Agent to the Stockholder Representative upon request therefor), the Stockholder Representative shall have thirty (30) days (the "Notice Period") to deliver to the Escrow Agent, with copies to the Buyer, contrary instructions disputing in good faith the Claim Notice and describing generally why the Buyer is not entitled to the Claimed Amount and the portion of the Claimed Amount being disputed (a "Dispute Notice"). If the Escrow Agent does not receive a Dispute Notice prior to 5:00 p.m. (Eastern Time) on the last day of the Notice Period, the Escrow Agent shall, within two (2) business days, release the Claimed Amount (but, in any event, no more than the total number of Escrow Shares) in accordance with the disbursement instructions contained in the Claim Notice. If the Escrow Agent receives a Dispute Notice prior to 5:00 p.m. (Eastern Time) on the last day of the Notice Period, the Escrow Agent shall continue to hold the Claimed Amount until (x) it shall receive Joint Written Instructions (as defined below) as to the disposition of such sum or (y) it shall be otherwise ordered by a final, non-appealable order or decree of a court of competent jurisdiction, a copy of which shall be certified as such and provided to each party in accordance with the provision of Section 9 hereof (a "Court Order"). The Escrow Agent shall have no duty or obligation to determine whether a Court Order complies with the requirements of sub...
Disposition of Escrow Shares. (a) The Company shall be entitled to the Escrow Shares immediately upon the first to occur of the following:
Disposition of Escrow Shares. 4.1 Promptly following the earliest to occur of (i) the date upon which the Company has accepted subscriptions for all of the Units; (ii) May 31, 2011; or (iii) the date upon which the Company and the Placement Agent elect to terminate the Offering (the “End Date”), the Company shall deliver written notice to the Escrow Agent (the “Notice”), with a copy to the Stockholder, stating the number of Escrow Shares to be cancelled on the books and records of the Company. The number of Escrow Shares to be cancelled on the books and records of the Company for purposes of the foregoing sentence shall be equal to the aggregate number of Shares subscribed for in the Offering as of the End Date less the Subscribed Shares (the “Cancellable Shares”).
Disposition of Escrow Shares. The Escrow Agent will hold the Escrow Shares in escrow and shall release and deliver the Escrow Shares as follows:
Disposition of Escrow Shares. The Escrow Agent shall hold the Escrow Shares in accordance with the terms of this Agreement and the specific instructions set forth in Section 5 herein. The Escrow Agent shall not release the Escrow Shares until the Note and all interest, as described herein, is paid in full (the "Restriction Period").
Disposition of Escrow Shares. At the end of the 12-month period following the Effective Time, the Escrow Agent will, within five business days, deliver to the Shareholders stock certificates equal to the number of Escrow Shares then remaining in Escrow. Such Escrow Shares will be distributed pro rata to the Shareholders in accordance with the number of Escrow Shares originally deposited into Escrow as set forth on Schedule A.
Disposition of Escrow Shares. (a) The Escrow Shares shall be available to pay, in accordance with the procedures set forth herein, Losses for which the Company is indemnified under Section 1.1 of this Agreement. All claims for indemnification under Section 1.1 of this Agreement shall be made by the Company by notice to the Escrow Agent and the Stockholders (an “Indemnification Notice”), which notice shall be in writing and shall identify in reasonable detail the matter for which indemnification is sought and the amount, if known, of the Losses or the method of computing the amount of the Losses, which method may include ranges and/or estimates to the extent actual damages are not known.
Disposition of Escrow Shares. (a) Seller shall be entitled to receipt and possession of the Escrow Share Certificates on the Distribution Date (defined below), or earlier in the event that the Escrow Agent receives joint instructions from Purchaser and Seller to release the Escrow Share Certificates prior to such date. Promptly following the Distribution Date, and without any further instructions from Purchaser and Seller, and provided that the Escrow Agent has not received written objection by Purchaser to the distribution (in which case the provisions of Section 5(d) shall apply), the Escrow Agent will deliver all Escrow Share Certificates and Stock
Disposition of Escrow Shares
