Holdback Release. (a) As soon as reasonably practicable after the date hereof but in no event later than the fifth business day thereafter, the Purchaser shall deposit an amount equal to $2,000,000 (together with any interest accruing thereon, the “Holdback Amount”) into the bank account identified on Schedule 1.4(a) hereto (the “Holdback Account”) until such time as funds may be released from the Holdback Account pursuant to the terms of this Section 1.4. Any and all withdrawals from the Holdback Account shall require dual signatures, one signature being that of an officer of the Company and one signature being that of a duly authorized representative of the Purchaser. (b) Upon the Company’s written reasonable request to the Purchaser that it needs to increase its Available Cash (as defined below), the Company shall be entitled to receive from the Holdback Amount such amount as determined by the Purchaser in its reasonable sole discretion (a “Release Amount”). Upon each such release, the Purchaser shall be entitled to the issuance of Preferred Shares and a Series D Warrant from the Company at a rate of 1 Preferred Share and a Series D Warrant to purchase 40,000 shares of Common Stock for each $10,000 released from the Holdback Account (each a “Tranche of Securities”). Upon each Closing of a transfer of a Release Amount to the Company: (i) the Purchaser shall authorize the bank to release such Release Amount to such other account specified by the Company; and (ii) the Company, against delivery of such Release Amount, will deliver to the Purchaser a Tranche of Securities calculated in accordance with this Section 1.4(b) and the documents required to be delivered by Section 5.4 hereof. As used herein, the term “Available Cash” shall mean the aggregate amount of all immediately available funds that the Company has access to in bank accounts in its name.
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Holdback Release. (a) As soon as reasonably practicable after the date hereof but in no event later than the fifth business day thereafter, the Purchaser shall deposit an amount equal to $2,000,000 2,500,000 (together with any interest accruing thereon, the “Holdback Escrow Amount”) into the bank escrow account identified on Schedule 1.4(a) hereto (the “Holdback Escrow Account”) until such time as funds may be released from the Holdback Escrow Account pursuant to the terms of this Section 1.41.4 and that certain escrow agreement in the form attached hereto as Exhibit B (the “Escrow Agreement”). Any and all withdrawals from the Holdback Escrow Account shall be subject to the terms Escrow Agreement and shall require dual signaturessignatures authorizing release, one signature being that of an officer of the Company and one signature being that of a duly authorized representative of the Purchaser.
(b) Upon At such time that either (i) the Company’s written reasonable request to the Purchaser that it needs to increase its Available Cash (as defined below)) is insufficient to operate its business or (ii) the Company desires to undertake a new marketing effort in promotion of the Company’s business, the Company shall be entitled may make a written request to receive the Purchaser for a release of funds from the Holdback Amount Escrow Account, which written request must set forth in reasonable detail how the Company will use such amount as determined by the Purchaser funds. The Purchaser, in its reasonable sole discretion discretion, will then decide what amount, if any, should be released to the Company (such amount, a “Release Amount”). Upon each such release, the Purchaser shall be entitled to the issuance of Preferred Shares and a Series D Warrant an Acquired Note from the Company at a rate of $1 Preferred Share and a Series D Warrant to purchase 40,000 shares of Common Stock in principal amount for each $10,000 1 released from the Holdback Escrow Account (each a “Tranche of Securities”). Upon each Closing of a transfer of a Release Amount to the Company: (i) the Purchaser shall authorize the bank escrow agent to release such Release Amount to such other account specified by the Company; and (ii) the Company, against delivery of such Release Amount, will deliver to the Purchaser a Tranche of Securities calculated in accordance with this Section 1.4(b) and the documents required to be delivered by Section 5.4 4.4 hereof. As used herein, the term “Available Cash” shall mean the aggregate amount of all immediately available funds that the Company has access to in bank accounts in its name.
(c) Notwithstanding anything to the contrary contained herein, if funds remain in the Escrow Account after 5:00 p.m. Eastern Time on June 30, 2011 (the “Escrow Account Termination Time”), and the Purchaser and Company have not mutually agreed to extend such Escrow Account Termination Time to a later time, the Purchaser shall be entitled to the return of the full amount of the Escrow Amount then remaining in the Escrow Account. Upon written notice to the Company from the Purchaser of such termination, the Company shall promptly authorize the bank to release all such funds remaining in the Escrow Account to such other account specified by the Purchaser.
(d) Each of the parties hereto acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Section 1.4 were not performed by the Company, on the one hand, or the Purchaser on the other hand, in accordance with the terms hereof or were otherwise breached by the Company, on the one hand, or the Purchaser on the other hand. The parties further agree that the Purchaser or the Company, as the case may be, shall be entitled to an injunction or injunctions to prevent breaches of the provisions hereof and to compel specific performance of the terms hereof, in addition to any other remedy at law or equity.
Appears in 1 contract
Sources: Securities Purchase Agreement (Amacore Group, Inc.)
Holdback Release. (a) As soon as reasonably practicable after the date hereof but in no event later than the fifth business day thereafter, the Purchaser shall deposit an amount equal to $2,000,000 2,500,000 (together with any interest accruing thereon, the “Holdback Escrow Amount”) into the bank escrow account identified on Schedule 1.4(a) hereto (the “Holdback Escrow Account”) until such time as funds may be released from the Holdback Escrow Account pursuant to the terms of this Section 1.41.4 and that certain escrow agreement dated August 16, 2010, as amended by the first amendment to escrow agreement in the form attached hereto as Exhibit B (as so amended, the “Escrow Agreement”). Any and all withdrawals from the Holdback Escrow Account shall be subject to the terms Escrow Agreement and shall require dual signaturessignatures authorizing release, one signature being that of an officer of the Company and one signature being that of a duly authorized representative of the Purchaser.
(b) Upon At such time that either (i) the Company’s written reasonable request to the Purchaser that it needs to increase its Available Cash (as defined below)) is insufficient to operate its business or (ii) the Company desires to undertake a new marketing effort in promotion of the Company’s business, the Company shall be entitled may make a written request to receive the Purchaser for a release of funds from the Holdback Amount Escrow Account, which written request must set forth in reasonable detail how the Company will use such amount as determined by the Purchaser funds. The Purchaser, in its reasonable sole discretion discretion, will then decide what amount, if any, should be released to the Company (such amount, a “Release Amount”). Upon each such release, the Purchaser shall be entitled to the issuance of Preferred Shares and a Series D Warrant an Acquired Note from the Company at a rate of $1 Preferred Share and a Series D Warrant to purchase 40,000 shares of Common Stock in principal amount for each $10,000 1 released from the Holdback Escrow Account (each a “Tranche of Securities”). Upon each Closing of a transfer of a Release Amount to the Company: (i) the Purchaser shall authorize the bank escrow agent to release such Release Amount to such other account specified by the Company; and (ii) the Company, against delivery of such Release Amount, will deliver to the Purchaser a Tranche of Securities calculated in accordance with this Section 1.4(b) and the documents required to be delivered by Section 5.4 4.4 hereof. As used herein, the term “Available Cash” shall mean the aggregate amount of all immediately available funds that the Company has access to in bank accounts in its name.
(c) Notwithstanding anything to the contrary contained herein, if funds remain in the Escrow Account after 5:00 p.m. Eastern Time on June 30, 2012 (the “Escrow Account Termination Time”), and the Purchaser and Company have not mutually agreed to extend such Escrow Account Termination Time to a later time, the Purchaser shall be entitled to the return of the full amount of the Escrow Amount then remaining in the Escrow Account. Upon written notice to the Company from the Purchaser of such termination, the Company shall promptly authorize the bank to release all such funds remaining in the Escrow Account to such other account specified by the Purchaser.
(d) Each of the parties hereto acknowledges and agrees that irreparable damage would occur in the event that any of the provisions of this Section 1.4 were not performed by the Company, on the one hand, or the Purchaser on the other hand, in accordance with the terms hereof or were otherwise breached by the Company, on the one hand, or the Purchaser on the other hand. The parties further agree that the Purchaser or the Company, as the case may be, shall be entitled to an injunction or injunctions to prevent breaches of the provisions hereof and to compel specific performance of the terms hereof, in addition to any other remedy at law or equity.
Appears in 1 contract
Sources: Securities Purchase Agreement (Amacore Group, Inc.)