Joint Instruction Sample Clauses

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.
Sample 1
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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.
Sample 1
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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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 (xxx) xhe 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. 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. 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. (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.
Sample 1
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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. 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.
Sample 1

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: 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: Prepaid Finance Charges Paid in Cash: $______ $______ Loan Fee $______ Accounts Receivables Audit Other Charges Paid in Cash: $______ $______ UCC Search Fees $______ UCC Filing Fees $______ PATENT FILING FEES $______ TRADEMARK FILING FEES $______ COPYRIGHT FILING FEES $______ OUTSIDE COUNSEL FEES AND EXPENSES [ESTIMATE, DO NOT LEAVE BLANK] 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 ________________, 19___. BORROWER: By:____________________________________ Authorized Officer 40 Mrs. Xxxxx Xxxx Xxx Xxxxxxxxxx, Esq. Solectron Corporation 000 Xxxxxxxxx Xxxxx Xxxxxxxx, XX 00000 LOAN MODIFICATION AGREEMENT This Loan Modification Agreement is entered into as of June 10, 1999, by and between Harmonic, Inc. (formerly known as Harmonic Lightwaves, Inc.) ("Borrower") and Silicon Valley Bank ("Bank").

  • 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 If (a) the Financial Institution has not received a Secured Party Order for the investment of funds in a Collateral Account by 11:00 a.m. New York time (or another time agreed to by the Financial Institution) on the Business Day before a Payment Date or (b) the Financial Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Financial Institution will invest and reinvest funds in the Collateral Account according to the last investment instruction received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received.

  • 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.

  • Transfer Agent Instructions The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent 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 Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If the Buyer provides the Company, at the cost of the Buyer, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

  • Form instructions 1. This form does not mandate the use of a specific font size or style but the font must be legible.

  • Special Account Instructions You may request that we facilitate certain trust, will, or court-ordered account arrangements. However, because we do not give legal advice, we cannot counsel you as to which account arrangement most appropriately meets the specific requirements of your trust, will, or court order. If you ask us to follow any instructions that we believe might expose us to claims, lawsuits, expenses, liabilities, or damages, whether directly or indirectly, we may refuse to follow your instructions or may require you to indemnify us or post a bond or provide us with other protection. We may require that account changes requested by you, or any account owner, such as adding or closing an account or service, be evidenced by a signed Account Change Card or other document which evidences a change to an account and accepted by us.

  • Register Transfer Agent Instructions The Company shall maintain at its principal executive offices (or such other office or agency of the company as it may designate by notice to each holder of securities), a register for the Membership Interests and the Warrants, in which the Company shall record the name and address of the person in whose name the Membership Interests and the Warrants have been issued (including the name and address of each transferee), the number of Membership Interests held by such person, the number of Warrant Interests issuable upon exercise of the Warrants held by such person and the number of Membership Interests held by such person. The Company shall keep the register open and available at all times during normal business hours for inspection of any Buyer or its legal representatives.

  • Suspension or Debarment Instructions Instructions for Certification 1. By answering yes to the next Attribute question below, the vendor and prospective lower tier participant is providing the certification set out herein in accordance with these instructions. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and / or debarment. 3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms “covered transaction,” “debarred,” “suspended,” “ineligible,” “lower tier covered transaction,” “participants,” “person,” “primary covered transaction,” “principal,” “proposal” and “voluntarily excluded,” as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this form that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this form that it will include this clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction” without modification in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible or voluntarily excluded from participation in this transaction, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and / or debarment.

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