Joint Instruction Clause Samples

A Joint Instruction clause establishes the requirement that certain actions or decisions must be made collectively by specified parties, rather than unilaterally. In practice, this means that instructions to third parties—such as escrow agents, service providers, or contractors—must be agreed upon and issued together by all named parties. For example, the release of funds from escrow or the initiation of a particular service may only occur when both parties provide a joint written instruction. The core function of this clause is to ensure mutual consent and prevent unilateral action, thereby protecting the interests of all involved parties and reducing the risk of disputes.
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Joint Instruction. The Escrow Agent shall act in accordance with such Final Determination or Joint Instruction without further question.
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Joint Instruction. (a) The Parties agree and understand that the Movantik Escrow Eligible Liabilities shall remain Liabilities of Seller and Excluded Liabilities under this Agreement and that the Escrow Account has been established to enable the Parties to jointly direct payment to the Persons that may be owed Movantik Escrow Eligible Liabilities. The Escrow Account is not to meant to serve as the sole or exclusive recourse for the payment or settling of the Movantik Escrow Eligible Liabilities or as a cap on the Movantik Escrow Eligible Liabilities. (b) The Parties shall instruct the Escrow Agent to release from the Escrow Account funds to pay the Movantik Escrow Eligible Liabilities as they become due to the Persons to whom such Movantik Escrow Eligible Liabilities may be owed or due (or to be paid to Buyer if Buyer has settled such Movantik Escrow Eligible Liabilities directly) in accordance with the terms of the Escrow Agreement; provided that such instructions will be consistent with the order of priority set forth in Schedule 1.1.4. (c) Upon payment in full of all Movantik Escrow Eligible Liabilities, the Parties shall promptly instruct the Escrow Agent to release all remaining money in the Escrow Account to an account designated by Seller in accordance with the terms of the Escrow Agreement. ​ ​ ​
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Joint Instruction. Pursuant to Section 4.1(d) of the Escrow Agreement, Tekelec and the Representative hereby notify the Escrow Agent that Tekelec has exercised its August Call Option under Section 3.4 of Article III of the Stockholders’ Agreement and hereby instruct the Escrow Agent to deliver to Tekelec on the August Call Closing Date upon receipt from Tekelec of the Call Price all of the shares of Series A Preferred Stock held by the Escrow Agent, including the Disputed Shares.
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Joint Instruction. Notwithstanding anything contained in Section 3.1 of this Escrow Agreement, in the event that the Escrow Agent receives written instruction from both the Shareholder and the Buyer directing the Escrow Agent as to the manner in which the Escrowed Payments, or any portion thereof, are to be disbursed, the Escrow Agent shall act in accordance with such instruction.
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Joint Instruction. Escrow Agents shall release and deliver the Escrowed Property upon receipt of, and pursuant to any instructions set forth in, a joint letter executed by the Companies and all the Investors.
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Joint Instruction. Within five (5) Banking Days from the day on which the Escrow Agent received the Joint Instruction, provided that such day occurs before the Termination Event, the Escrow Agent shall transfer the Escrow Amount or its part (but not more than the amount equal to the funds in the Escrow Account) to the bank account specified in the Joint Instruction.
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Joint Instruction. Not more than two (2) Business Days after a final settlement agreement in favor of a Buyer Indemnified Person and with respect to a type of claim for which the Securityholders are obligated to indemnify such Buyer Indemnified Person pursuant to Article 9 of the Merger Agreement, Buyer and Shareholders’ Representative shall execute and deliver to the Escrow Agent a Joint Instruction, instructing the Escrow Agent to pay, and the Escrow Agent shall pay within three (3) business days of receipt thereof, in cash by wire transfer of immediately available funds from either the Indemnity Escrow Amount or the Special Indemnity Escrow Amount, as set forth in the Joint Instruction, to the parties identified in such Joint Instruction in the amounts specified in and according to the wire instructions set forth in such Joint Instruction.
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Joint Instruction. Upon joint written notice from Aris, XOXO and Global that (i) the Earnest Money Escrow Fund, or (ii) the Escrow Deposit Fund, or (▇▇▇) ▇he Additional Escrow Deposit Fund, or any portion thereof, should be disbursed pursuant to Sections 1.2(a), 1.2(b) or 1.2(c) hereof (such notice to be given in substantially the form as attached hereto as Exhibit A), the Agent shall make such disbursement in accordance with the directions set forth in such joint written notice.
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Joint Instruction. In the event that the Parties deliver to the Escrow Agent a joint written instruction signed by an Authorized Signatory of each of Buyer and the Representative (a “Joint Instruction”) directing a release of any portion of Escrow Funds, the Escrow Agent shall promptly, but in any event within two Business Days following receipt of such Joint Instruction, disburse, by wire transfer of immediately available funds, as directed in a Joint Instruction by, part or all, as the case may be, of the Escrow Funds in accordance with and as set forth in such Joint Instruction to such Account designated therein.
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Related to Joint Instruction

  • SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been indicated below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------- ------------------------------ Signature Guarantee: -------------------- (if assigned to another person) If shares are to be registered REGISTERED HOLDER in the name of and delivered to a Person other than the Please print name and address of Holder, please (i) print such Registered Holder: Person's name and address and (ii) provide a guarantee of your signature: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any ELECTION TO SETTLE EARLY The undersigned Holder of this Normal Units Certificate hereby irrevocably exercises the option to effect Early Settlement in accordance with the terms of the Purchase Contract Agreement with respect to the Purchase Contracts underlying the number of Normal Units evidenced by this Normal Units Certificate specified below. The option to effect Early Settlement may be exercised only with respect to Purchase Contracts underlying Normal Units with an aggregate Stated Amount equal to $1,000 or an integral multiple thereof. The undersigned Holder directs that a certificate for shares of Common Stock deliverable upon such Early Settlement be registered in the name of, and delivered, together with a check in payment for any fractional share and any Normal Units Certificate representing any Normal Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is not effected, to the undersigned at the address indicated below unless a different name and address have been indicated below. Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, deliverable upon such Early Settlement will be transferred in accordance with the transfer instructions set forth below. If shares are to be registered in the name of a Person other than the undersigned, the undersigned will pay any transfer tax payable incident thereto. Dated: Signature: ----------------------------- ------------------------------ Signature Guarantee: Signature Guarantee: --------------- -------------------- Number of Units evidenced hereby as to which Early Settlement of the related Purchase Contracts is being elected: If shares of Common Stock are to be REGISTERED HOLDER registered in the name of and delivered to and Pledged Notes, Please print name and address of Pledged Treasury Consideration or Registered Holder: Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are to be transferred to a Person other than the Holder, please print such Person's name and address: ------------------------------ ----------------------------------------- Name Name ------------------------------ ----------------------------------------- Address Address Social Security or other Taxpayer Identification Number, if any Transfer instructions for Pledged Notes, Pledged Treasury Consideration or the Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, transferable upon Early Settlement or a Termination Event: [TO BE ATTACHED TO GLOBAL CERTIFICATES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL CERTIFICATE The following increases or decreases in this Global Certificate have been made: Stated Amount Amount of Amount of of the Global Decrease in Increase in Certificate Signature of Stated Amount Stated Amount Following Authorized of the Global of the Global Such Decrease Officer of Date Certificate Certificate or Increase Agent -------- ------------- ------------- ------------- ------------

  • Disbursement Instructions Borrower understands that no loan proceeds will be disbursed until all of Bank's conditions for making the loan have been satisfied. Please disburse the loan proceeds as follows: Revolving Line Amount paid to Borrower directly: $ Undisbursed Funds $ Principal $ CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the following charges: Charges Paid in Cash: $27,500 Loan Fee $TBD Outside Counsel Fees and Expenses (Estimate) $TBD UCC Search Fee $TBD UCC Filing Fee Total Charges Paid in Cash $ AUTOMATIC PAYMENTS. Borrower hereby authorizes Bank automatically to deduct from Borrower's account numbered the amount of any loan payment. If the funds in the account are insufficient to cover any payment, Bank shall not be obligated to advance funds to cover the payment. FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO BANK THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE HAS BEEN NO ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO BANK. THIS AUTHORIZATION IS DATED AS OF APRIL 30, 1997. BORROWER: CENTIGRAM COMMUNICATIONS CORPORATION Authorized Officer CORPORATE RESOLUTIONS TO BORROW Borrower: CENTIGRAM COMMUNICATIONS CORPORATION I, the undersigned Secretary or Assistant Secretary of Centigram Communications Corporation (the "Corporation"), HEREBY CERTIFY that the Corporation is organized and existing under and by virtue of the laws of the State of Delaware. I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Certificate of Incorporation and Bylaws of the Corporation, each of which is in full force and effect on the date hereof.

  • Payment Instructions Agent shall have received written instructions from Borrowing Agent directing the application of proceeds of the initial Advances made pursuant to this Agreement;

  • Investment Instructions (a) Any investment instructions required to be given to the Trustee pursuant to the terms hereof must be given to the Trustee no later than 10:30 a.m. (New York City time) on the date such investment is to be made. In the event the Trustee receives such investment instruction later than such time, the Trustee may, but shall have no obligation to, make such investment. In the event the Trustee is unable to make an investment required in an investment instruction received by the Trustee after 10:30 a.m. (New York City time) on such day, such investment shall be made by the Trustee on the next succeeding Business Day. In no event shall the Trustee be liable for any investment not made pursuant to investment instructions received after 10:30 a.m. (New York City time) on the day such investment is requested to be made. (b) The Trustee shall hold each Eligible Investment that constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Trustee that (i) such investment property at all times shall be credited to a securities account of the Trustee, (ii) all property credited to such securities account shall be treated as a financial asset, (iii) such securities intermediary shall treat the Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (iv) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (v) such securities intermediary shall not agree with any person or entity other than the Trustee to comply with entitlement orders originated by any person or entity other than the Trustee, (vi) such securities account and all property credited thereto shall not be subject to any lien, security interest, right of set-off, or encumbrance in favor of such securities intermediary or anyone claiming through such securities intermediary (other than the Trustee), (vii) such agreement between such securities intermediary and the Trustee shall be governed by the laws of the State of New York, and (viii) such securities intermediary’s jurisdiction for purposes of the Uniform Commercial Code shall be the State of New York. The Trustee shall maintain possession of each other Eligible Investment in the State of New York, separate and apart from all other property held by the Trustee. Notwithstanding any other provision of this Supplement, the Trustee shall not hold any Eligible Investment through an agent except as expressly permitted by this Section 4.13(b). Each term used in this Section 4.13(b) and defined in the New York Uniform Commercial Code shall have the meaning set forth in the New York Uniform Commercial Code. (c) With respect to investments made by the Trustee pursuant to the terms hereof, the Servicer may appoint as its agent under a separate agreement a registered investment advisor and authorize such agent to give instructions, which may be provided to the Trustee through S.W.I.F.T., on behalf of the Servicer to the Trustee for funds to be invested and reinvested in one or more Eligible Investments. The Servicer shall provide the Trustee with a written direction certifying any such appointment. The Trustee shall be entitled to conclusively rely on, and shall be protected in acting upon, instructions, which may be provided to the Trustee through S.W.I.F.T., received from such agent on behalf of the Servicer. Section 4.14. [Reserved].

  • Irrevocable Transfer Agent Instructions The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent, in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 4.1(d) (or instructions that are consistent therewith) will be given by the Company to its transfer agent in connection with this Agreement, and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the other Transaction Documents and applicable law. The Company acknowledges that a breach by it of its obligations under this Section 4.1(d) will cause irreparable harm to a Purchaser. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 4.1(d) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 4.1(d), that a Purchaser shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.