Instructions to Escrow Holder Sample Clauses

Instructions to Escrow Holder. The Escrow Holder is hereby directed to permit transfer of the Restricted Shares only in accordance with this Agreement or in accordance with instructions which are consistent with this Agreement which are signed by both parties. In the event further instructions are reasonably desired by the Escrow Holder, he or she shall be entitled to conclusively rely upon directions executed by a majority of the members of the Board. The Escrow Holder shall have no liability for any act or omissions hereunder while acting in good faith in the exercise of his or her own judgment.
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Instructions to Escrow Holder. The Escrow Holder is hereby directed to permit transfer of the Stock only in accordance with this Agreement or instructions signed by both parties. In the event that further instructions are desired by the Escrow Holder, he or she shall be entitled to rely upon directions executed by a majority of the authorized number of the Company's Board of Directors. Notwithstanding anything else herein, the Escrow Holder (including persons and entities acting on behalf of or under authority of Escrow Holder), (i) shall have no liability for any act or omission hereunder unless it is shown that such act or omission was intentional and in bad faith, (ii) may act in accordance with any advice of counsel or any order, judgment or decree of any court, whether or not final, (iii) in the event of any dispute, the Escrow Holder may, in his or her sole discretion, take the course of action it deems appropriate or take no action whatsoever, and (iv) shall in no event be required to seek legal counsel but may do so at the Company's expense.
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Instructions to Escrow Holder. To the Escrow Holder, written instructions, duly executed by Seller, instructing Escrow Holder to disburse the Deposit to Seller.
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Instructions to Escrow Holder. Seller and Buyer shall each be entitled to submit escrow instructions to the Escrow Holder in connection with the Closing. Seller and Buyer shall, in addition, execute such further escrow instructions as the Escrow Holder may reasonably require in connection with the Closing as long as such instructions are consistent with the provisions of this Agreement and the escrow instructions of Seller and Buyer. In the event of any conflict between the terms and conditions of this Agreement and the provisions of any escrow instructions prepared by Seller, Buyer or the Escrow Holder, the terms and conditions of this Agreement shall control.
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Instructions to Escrow Holder. The Escrow Holder is hereby directed to permit the transfer or repurchase of the Unvested Stock only in accordance with this Agreement or instructions signed by the Shareholder and an officer of the Company other than the Shareholder. If the Company's Repurchase Right is exercised, the Escrow Holder is hereby authorized to take all necessary and appropriate action, including, without limitation, the completion and delivery to the Company of Schedule A hereto, to effect the purposes of this Agreement. In the event that further instructions are desired by the Escrow Holder, he or she shall be entitled to rely upon directions executed by an officer of the Company other than the Shareholder. The Escrow Holder shall have no liability for any act or omission hereunder while acting in good faith in the exercise of his or her own judgment. Upon lapse of the Repurchase right, the Escrow Agent shall deliver to the Shareholder all documents, securities or other property belonging to Shareholder, and shall be discharged of all further obligations hereunder.
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Instructions to Escrow Holder. The Escrow Holder is hereby directed to permit the transfer or repurchase of Shares only in accordance with this Agreement upon instructions signed by the Purchaser and an officer of the Company other than the Purchaser. Notwithstanding anything to the contrary set forth in this Agreement, if the Company Repurchase Right and/or GAP Purchase Right is exercised, the Escrow Holder is hereby authorized to take all necessary and appropriate action, including, without limitation, the completion and delivery to the Company and/or GAP of Exhibit A hereto, to effect the purposes of this Agreement. In the event that further instructions are desired by the Escrow Holder, he or she shall be entitled to rely upon directions executed by an officer of the Company other than the Purchaser. The Escrow Holder shall have no liability for any act or omission hereunder while acting in good faith in the exercise of his or her own judgment. Upon lapse of the Company Repurchase Right and GAP Purchase Right with respect portions of the Unvested Shares in which the Purchaser acquires a vested interest pursuant to Section 3(d) hereof, the Escrow Holder shall, upon the Purchaser's request, promptly cause a new certificate to be issued for such released Unvested Shares and shall deliver such certificate to the Purchaser. Upon lapse of the Company Repurchase Right and GAP Purchase Right with respect to all of the Unvested Shares, the Escrow Agent shall deliver to the Purchaser all documents, securities or other property belonging to the Purchaser, and shall be discharged of all further obligations hereunder.
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Instructions to Escrow Holder. If this Agreement and the Escrow terminate pursuant to the immediately preceding paragraph, Escrow Holder is hereby instructed to promptly (i) deliver a fully executed original of each of the Amended and Restated Option Agreement to DMC and the Owner, (ii) deliver all copies of the Sublease Assignment to DMC and (iii) deliver to Owner and DMC all other funds and documents deposited by them, respectively, into Escrow which are held by Escrow Holder on the date of said termination, less, in the case of the party otherwise entitled to such funds, however, the amount of any cancellation charges required to be paid by such party under Paragraph 5(e).
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Related to Instructions to Escrow Holder

  • Escrow Holder Seller and Buyer covenant and agree that in performing any of its duties under this Agreement, Title Company shall not be liable for any loss, costs or damage which it may incur as a result of serving as Escrow Holder hereunder, except for any loss, costs or damage arising out of its willful default or gross negligence. Accordingly, Title Company shall not incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel given with respect to any questions relating to its duties and responsibilities, or (ii) to any action taken or omitted to be taken in reliance upon any document, including any written notice of instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also to the truth and accuracy of any information contained therein, which Title Company shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions of this Agreement.

  • Direction to Escrow Agent The Issuer and the Securityholders direct the Escrow Agent to hold the escrow securities in escrow until they are released from escrow under this Agreement.

  • Wire Transfer Instructions I will wire funds from my outside account according to the “Subscription Instructions” Page. ____ I will wire funds from my Aegis Capital Account. ____The funds for this investment are rolled over, tax deferred from __________ within the allowed 60 day window. Investor Signature Date Investor Signature Date

  • Delivery to Escrow Agent You may tender your escrow securities to a person or company in a business combination. At least five business days prior to the date the escrow securities must be tendered under the business combination, you must deliver to the Escrow Agent:

  • Notice to Escrow Agent Documents will be considered to have been delivered to the Escrow Agent on the next business day following the date of transmission, if delivered by fax, the date of delivery, if delivered by hand during normal business hours or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the following: [Name, address, contact person, fax number]

  • Instructions to Custodian The Sub-Adviser shall have authority to issue to each Fund’s custodian such instructions as it may consider appropriate in connection with the settlement of any transaction relating to a Fund that it has initiated. The Adviser shall ensure that each Fund’s custodian is obliged to comply with any instructions of the Sub-Adviser given in accordance with this Agreement. The Sub-Adviser will not be responsible for supervising a Fund’s custodian.

  • Instructions to the Trustee All orders, requests, and instructions by the Grantor to the Trustee shall be in writing, signed by or such other designees as the Grantor may designate by amendment to this agreement. The Trustee shall be fully protected in acting without inquiry in accordance with the Grantor's orders, requests, and instructions. All orders, requests, and instructions by the Agency to the Trustee shall be in writing, signed by the Agency’s Secretary or Executive Director, or designee, and the Trustee shall act and shall be fully protected in acting in accordance with such orders, requests, and instructions. The Trustee shall have the right to assume, in the absence of written notice to the contrary, that no event constituting a change or a termination of the authority of any person to act on behalf of the Grantor or the Agency hereunder has occurred. The Trustee shall have no duty to act in the absence of such orders, requests, and instructions from the Grantor and/or the Agency, except as provided for herein.

  • INSTRUCTIONS TO TENDERERS i) The Tenderer must prepare this Form of Tender on stationery with its letterhead clearly showing the Tenderer's complete name and business address.

  • Closing Instructions Colorado Real Estate Commission’s Closing Instructions Are Are Not executed with this Contract.

  • Escrow Agent Prior to entering into an escrow agreement, the Registry Operator must provide notice to ICANN as to the identity of the Escrow Agent, and provide ICANN with contact information and a copy of the relevant escrow agreement, and all amendments thereto. In addition, prior to entering into an escrow agreement, Registry Operator must obtain the consent of ICANN to (a) use the specified Escrow Agent, and (b) enter into the form of escrow agreement provided. ICANN must be expressly designated as a third-­‐party beneficiary of the escrow agreement. ICANN reserves the right to withhold its consent to any Escrow Agent, escrow agreement, or any amendment thereto, all in its sole discretion.

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