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. (a) At any time prior to the obtaining of the NJBPU Approval and/or the FPSC Approval, the Borrower shall have an option to request, and the Administrative Agent and each Lender hereby agrees, subject to satisfaction of the conditions of Sections 6.1 and 6.2 hereof (other than (x) the obtaining of the NJBPU Approval and the FPSC Approval, (y) the effectiveness of Section 2 of Amendment No. 3 to the Existing Credit Agreement and Section 2 of Amendment No. 3 to the NUI Corporation Credit Agreement and (z) the extension of the Termination Date under each of the NUI Corporation Credit Agreement and the Existing Credit Agreement), and receipt by the Administrative Agent of at least three Business Days prior written notice thereof, that each Lender shall make Loans pursuant to Section 2.1; provided that (i) the proceeds of the Loans and the Arrangement Fee (as such term is defined in the Fee Letter) and all other fees then due and payable pursuant to the Fee Letter shall be funded into an escrow account maintained by the Administrative Agent at The Bank of New York (the "Escrow Account") and (ii) all invoiced reimbursable expenses of the Administrative Agent and the Collateral Agent incurred on or prior to the date of such funding (including without limitation the reasonable fees and disbursements of the Administrative Agent's special counsel, Dewey Ballantine LLP) shall be paid by the Borrower prior to or suxxxxxxxxxxx xxxxemporaneously with funding the proceeds of the Loans into the Escrow Account. All of such funds shall be automatically released on the date when the Administrative Agent receives the evidence satisfactory to the Administrative Agent that the NJBPU Approval and the FPSC Approval have been obtained, in each case, in form and substance reasonably satisfactory to the Administrative Agent and Section 2 of Amendment No. 3 to the Existing Credit Agreement and Section 2 of Amendment No. 3 to the NUI Corporation Credit Agreement shall have become effective (regardless of whether the other conditions set forth in Sections 6.1 and 6.2 hereof could be met at such time) to the respective payees as follows: (x) CSFB shall receive, for its own account, an amount equal to the Arrangement Fee and all other fees and expenses then due and payable pursuant hereto or the Fee Letter and (y) the Borrower shall receive the remainder of the funds in the Escrow Account. For the avoidance of doubt, (i) the interest on the Loans shall start to accrue and shall be payabl...
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 4 the Company agrees to establish an irrevocable escrow account (the “Escrow Account”) at a national bank acceptable to Xxxxxx (the “Bank”) promptly upon the earliest to occur of (i) Xxxxxx’x receipt in writing of notice of termination of his employment upon a Change in Control, (ii) public notice of Change in Control, (iii) an agreement in principle to effect a Change in Control, or (iv) the date of consummation of a Change in Control (“Change in Control 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 Xxxxxx under Section 4. The escrow amount established pursuant to this Section 4(d) shall be maintained on deposit in the Escrow Account until receipt by the Bank of written acknowledgement by Xxxxxx that he has received all amounts payable to him by the Company under Section 4 or otherwise releases such amounts. Amounts deposited in the Escrow Account shall be paid out by the Bank only to Xxxxxx or his designated beneficiary, in such amount as Xxxxxx shall certify to the Bank as the amount he is owed by the Company and that the Company has not paid under Section 4 of this Agreement, or to the Company, to the extent that any amount remains on deposit in the Escrow Account after the Company shall have made all payments hereunder that it shall be obligated to make or until Xxxxxx shall release such amounts to the Company by written release. If any amount payable to Xxxxxx pursuant to Section 4 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 Exxxxxx Bxxxxx & 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. At Closing, Purchaser shall make the Escrow Payment to the Escrow Agent in accordance with Section 4.2 (ii) above. The number of Purchaser Common Stock to be placed in escrow pursuant to Section 4.2 and this Section 4.4 shall be calculated on the basis of the closing price of Purchaser Common Stock in the Nasdaq Global Market on the second Business Day preceding the Closing Date. The Escrow Payment shall be released to Sellers twelve (12) months after the Closing Date in accordance with the Escrow Agreement (“Release Date”) subject to the following paragraphs of this Section 4.4. The Escrow Agreement specifies the detailed terms of the escrow arrangement. If Purchaser has asserted a Claim by delivering a written notice to Sellers on or before the expiry of the time period set out in Section 9.2.2, i.e. twelve (12) months after the Closing Date, and Sellers do not dispute such claim by delivering a written notice to Purchaser within thirty (30) days following receipt by Sellers or such notice, the Parties shall instruct the Escrow Agent to release and pay the amount of such claim to Purchaser from the Escrow Payment. The balance between the amount, to which Purchaser may be entitled to and the Escrow Payment, shall be released and paid to Sellers. If any dispute regarding a breach of this Agreement or the amount by which the Purchase Price shall be reduced arises, such dispute shall be resolved and finally determined by arbitration pursuant to Section 12.9 below. Upon the final resolution and determination of such dispute by the arbitral tribunal, the Escrow Agent shall arrange for the disbursement of the Escrow Payment to which Purchaser or Sellers are entitled according to such arbitral award. Purchaser and Sellers shall, thirty (30) days from the Release Date, jointly instruct the Escrow Agent to immediately release to Sellers the Escrow Payment, less any amount at dispute. If no claim under this Agreement has been made by Purchaser on the Release Date, at the latest, and Purchaser has confirmed this in writing to the Escrow Agent, Purchaser and Sellers shall jointly instruct the Escrow Agent to immediately release to Sellers the Escrow Payment.
