Escrow Arrangement Sample Clauses

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: 7.2 In the event the Company exercises its right to repurchase as set forth in Section 3, the Company shall give to the Stockholder and the Escrow Agent a written notice specifying the number of Shares which it is electing to repurchase, the appropriate purchase price, and the time for a closing hereunder at the Company’s offices. At the closing, the Escrow Agent shall complete the stock assignment held in escrow and endorsed by such Stockholder and shall deliver the same, together with any certificates evidencing the Shares to be transferred, to the Company against the simultaneous delivery to the Stockholder of payment in the form specified in Section 5 above to such Stockholder for the aggregate purchase price for the Shares which the Company has repurchased. In the event the Escrow Agent tenders to the Company a certificate or certificates for more than the number of Shares being purchased, then the Company shall deliver to the Escrow Agent an appropriate replacement certificate registered in the Stockholder’s name, and the Escrow Agent shall deliver such replacement certificate to such Stockholder. 7.3 The Stockholder irrevocably authorizes the Company to deposit with the Escrow Agent any certificates evidencing Shares to be held by the Escrow Agent hereunder and any securities issued in exchange for or in respect of said Shares. The Stockholder does hereby irrevocably constitute and appoint the Escrow Agent as his attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such Shares and other securities negotiable and to complete any transactions herein contemplated. Subject to the provisions of this Section 7, the Stockholder shall exercise all rights and privileges of a stockholder of...

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 Epst▇▇▇ ▇▇▇k▇▇ & ▇reen, P.C. (the "Escrow Agent") in the form of Exhibit B hereto respecting payment against delivery of the Shares.

Escrow Arrangement. The Company and the Purchaser shall enter into an escrow arrangement with Epstein Becker & Green, P.C. (the "Escrow Agent") in ▇▇▇ ▇▇rm ▇▇ Exhibit B hereto respecting payment against delivery of the Shares.

Escrow Arrangement. (a) For the purpose of securing satisfaction by the Warrantors of certain conditions subsequent set forth in Section 1.06(c) (the "CONDITIONS SUBSEQUENT"), the Warrantors and the Investors (other than the Advance Payment Investors) shall enter into a mutually satisfactory escrow agreement (the "ESCROW AGREEMENT") with an escrow agent (the "ESCROW AGENT") selected by the Warrantors and reasonably satisfactory to the Investors. The Warrantors and the Investors agree that the Escrow Amount and the Escrow Share Certificates shall be held, free and clear of any and all Liens other than subject to the Escrow Agreement, as of the Closing Date, in an escrow account established pursuant to the Escrow Agreement. For the avoidance of doubt, the Shares issued to the Advance Payment Investors shall not be subject to the provisions of this Section 1.06. (b) The Escrow Amount and the Escrow Share Certificates shall be held in an escrow by the Escrow Agent subject to the terms of the Escrow Agreement until the satisfaction or waiver of the Conditions Subsequent, upon which the Escrow Amount (together with any accrued interest paid by the Escrow Agent) shall be immediately released by the Escrow Agent to the Company as otherwise provided in Section 1.03 and the Escrow Share Certificates shall be immediately released by the Escrow Agent to the Investors as otherwise provided in Section 1.04; provided that, in the event that this Agreement is terminated by the Lead Series B Investor pursuant to Section 8.01(b) hereof, the Escrow Amount (together with any accrued interest paid by the Escrow Agent) shall be returned by the Escrow Agent to the Investors, and the Escrow Share Certificates shall be returned to the Company, each pursuant to Section 8.02(b). For the avoidance of doubt, upon the return of the Escrow Share Certificates, the Investors shall not be entitled to any right to or interest in the Escrow Shares evidenced by such Escrow Share Certificates. (c) Unless otherwise waived by the Lead Series B Shareholder, the Conditions Subsequent shall be deemed to be satisfied when the Company shall have (i) entered into (x) an amendment to the joint venture contract between the Company and Baoding Tianwei Baobian Electrics Co., Ltd (the "JV CONTRACT AMENDMENT") and (y) an amendment to the articles of association of Tianwei Yingli (the "JV ARTICLE AMENDMENT"), in each case to the reasonable satisfaction of the Lead Series B Shareholder; (ii) delivered a legal opinion to the reas...

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 October 18, 2008, or the condition in Section 2.2(c) has not been satisfied within 60 days of the execution of this Agreement, 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. (a) Prior to Financial Closing, the Purchaser undertakes to execute an Escrow Agreement which shall, subject to Section 9.8(b), become effective within thirty (30) Days after Commercial Operations Date. The Purchaser shall for the purposes of effecting payments under the Agreement, designate a collection account maintained with the Escrow Agent in accordance with the Escrow Agreement. The Escrow Agent shall transfer, in accordance with the Escrow Agreement, the payments due in accordance with Section 9.5, to the Seller that have fallen due and which have not been disputed by the Purchaser. (b) In the event that the Purchaser has not completed the Purchaser Interconnection Facilities within ninety (90) Days following the date by which the Purchaser Interconnection Facilities were required to be completed in accordance with Section 6.5(a) as such date may be extended pursuant to Section 6.5(a)(i), (ii), (iii), (iv) and after issuance of Certificate of Readiness for Synchronization by the Engineer under Section 6.5(b), then the Escrow Agreement shall become effective within fifteen (15) Business Days of receipt of a written notice from the Seller by the Escrow Agent requiring that the Escrow Agreement should become effective immediately. (c) The Escrow Account will remain in place until all payment obligations of the Purchaser to the Seller in relation to the payments due in accordance with Section 9.5, to the extent of any undisputed amounts, are paid or discharged in full, provided that; (i) All Consents under this Agreement are timely obtained as per the terms of this Agreement; (ii) The Agreement is not terminated due to a Force Majeure Event pursuant to Section 15; (iii) The Agreement is not terminated pursuant to Section 16. (d) In the event that the Seller fails to pay any undisputed invoice issued by the Purchaser in accordance with this Agreement (the “Purchaser Invoice”), the Purchaser shall have the right to set-off such undisputed amounts due and payable to it under the Purchaser Invoice against any amount due and payable by the Purchaser under this Agreement. (e) Notwithstanding the aforesaid, in the event the Purchaser is notified by the Escrow Agent that the Escrow Agreement may terminate prior to the termination of this Agreement, the Purchaser shall, prior to such termination of the Escrow Agreement, provide the Seller with an alternate escrow arrangement, on substantially similar terms to the Escrow Agreement.

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 ▇▇▇▇▇▇▇▇▇▇ (the “Bank”) promptly upon the earliest to occur of (i) ▇▇▇▇▇▇▇▇▇▇’▇ receipt in writing of notice of termination of her 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 ▇▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇▇ that she has received all amounts payable to her 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 ▇▇▇▇▇▇▇▇▇▇ or her designated beneficiary, in such amount as ▇▇▇▇▇▇▇▇▇▇ shall certify to the Bank as the amount she 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 ▇▇▇▇▇▇▇▇▇▇ shall releas e such amounts to the Company by written release. If any amount payable to ▇▇▇▇▇▇▇▇▇▇ 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. 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").