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 (the "Escrow Agreement") with Xxxxxxx Xxxxxxxxx LLP (the "Escrow Agent") in the form of Exhibit B hereto respecting payment against delivery of the Draw Down 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. 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 Xxxxxxx (the “Bank”) promptly upon the earliest to occur of (i) Xxxxxxx’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 Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx or his designated beneficiary, in such amount as Xxxxxxx 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 Xxxxxxx shall release such amounts to the Company by written release. If any amount payable to Xxxxxxx 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. The Company and the Purchaser shall enter into an escrow arrangement with Feldman Weinstein, LLP (xxx "Esxxxx Xxxxt") in the form of Exhibit B hereto respecting payment against delivery of the Shares.
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. Within sixty (60) days of execution of this Agreement, the parties will enter into an escrow agreement, at Telerate's expense, satisfactory in form and substance to both parties, with an independent third-party escrow agent (whose fees and expenses will be paid by Telerate) mutually acceptable to the parties, pursuant to which Omega shall deposit, and the escrow agent shall accept deposit of, the Source Code for the Telerate Version of TradeStation. The escrow agreement shall provide Telerate with the right to inspect and verify the items deposited by Omega with the escrow agent, as more fully explained below. Telerate shall not copy any of the items deposited by Omega with the escrow agent while the items are deposited with the escrow agent, as more fully explained below. The escrow agreement shall also require that Omega update the escrow deposit within ten (10) days of the completion and acceptance of any Enhancement to the Telerate Version of TradeStation. The escrow agreement shall also contain the following provisions: (1) that the Source Code, and any modifications thereto, be provided to the escrow agent on disk; (2) that upon the initial deposit of, and after each modification to, the Source Code, one representative of Telerate will be permitted, under the supervision of Omega and at Omega's premises, to compile the Source Code in order to enable such representative to generate an executable program for the Telerate Version of TradeStation (and such representative can take back such executable program to Telerate for the sole purpose of verifying that the Source Code is complete); (3) that in no event will such representative be permitted to take any notes, or to view any screen longer than is absolutely necessary to compile an executable program, or to remove or take with him or her any materials other than the compiled executable program; (4) that Telerate shall have access to the escrow and the Source Code only in the event that (i) an Error (other than an Insignificant Error) has occurred which Omega has has refused to assume it), to correct Errors and to otherwise maintain and support the Telerate Version of TradeStation for the term of this Agreement (and, in the event that Omega is in liquidation or has ceased operations, to make Enhancements during the term of this Agreement, any such Enhancements to be the property solely of Omega); and (8) that, except as specifically provided in Section Q.4, the escrow agreement shall automatically term...
Escrow Arrangement. Parent has delivered to Fidelity National Title Insurance Company, as escrow agent (the "Escrow Agent") $25,000,000 (the "Cash Collateral") in cash or an irrevocable letter of credit in the amount of the Cash Collateral, substantially in the form attached hereto as Exhibit H, with such changes as shall be reasonably satisfactory to Seller and from a bank reasonably satisfactory to Seller (the "Letter of Credit") to secure the obligation of Parent and Buyer to pay certain fees and expenses pursuant to Section 7.2 and to be held in accordance with the terms of an Escrow Agreement dated as of the date hereof among the Escrow Agent, Seller, Seller Partnership and Parent (the "Escrow Agreement").
Escrow Arrangement. The Chemesis Milestone Shares will be registered in the name of GSRX and will be deposited into an escrow account maintained by Chemesis’ transfer agent, Odyssey Trust Company, pursuant to the terms of an escrow agreement to be entered into among Odyssey Trust Company, Chemesis and GSRX, and shall be released: